Registration Rights Agreement – Interactive Data Corp.

REGISTRATION RIGHTS AGREEMENT

Dated as of July 29, 2010

Among

IGLOO MERGER CORPORATION,

INTERACTIVE DATA CORPORATION,

THE GUARANTORS LISTED ON SCHEDULE I HERETO

and

BARCLAYS CAPITAL INC.

BANC OF AMERICA SECURITIES LLC

CREDIT SUISSE SECURITIES (USA) LLC

UBS SECURITIES LLC

RBC CAPITAL MARKETS CORPORATION

SANTANDER INVESTMENT SECURITIES INC.

10.25% Senior Notes due 2018

TABLE OF CONTENTS


		Page
1.	Definitions		1

2.	Exchange Offer		5

3.	Shelf Registration		8

4.	[Reserved.]		9

5.	Additional Interest		9

6.	Registration Procedures		10

7.	Registration Expenses		17

8.	Indemnification and Contribution.		18

9.	Rule 144		22

10.	Underwritten Registrations		22

11.	Miscellaneous		23

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement“) is dated as of
July 29, 2010, among IGLOO MERGER CORPORATION, a Delaware corporation
(“Igloo“), INTERACTIVE DATA CORPORATION, a Delaware corporation (the
“Company“), the guarantors listed on Schedule I hereto (the
“Guarantors“) and BARCLAYS CAPITAL INC., BANC OF AMERICA SECURITIES LLC,
CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, RBC CAPITAL MARKETS
CORPORATION and SANTANDER INVESTMENT SECURITIES INC., as representatives (the
“Representatives“) of the several initial purchasers (the “Initial
Purchasers“) named on Schedule I to the Purchase Agreement (as
defined below).

This Agreement is entered into in connection with the Purchase Agreement,
dated as of July 20, 2010 (the “Purchase Agreement“), by and among Igloo
and the Initial Purchasers, which provides for, among other things, the sale by
Igloo to the Initial Purchasers of $700,000,000 aggregate principal amount of
the Issuer153s (as defined below) 10.25% senior notes due 2018 (the
“Notes“). The Notes are issued under an indenture, dated as of the date
hereof (as amended or supplemented from time to time, the “Indenture“),
among Igloo, the Company, the Guarantors and The Bank of New York Mellon, as
trustee (the “Trustee“). Pursuant to the Purchase Agreement and the
Indenture, the Guarantors are required to guarantee (collectively, the
“Guarantees“) the Issuer153s obligations under the Notes and the Indenture.
References to the “Securities” shall mean, collectively, the Notes and,
when issued, the Guarantees. References to the “Issuer” refer to (x)
prior to the consummation of the merger of Igloo with and into the Company (the
“Merger“), Igloo and (y) from and after the consummation of the Merger,
the Company. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuer has agreed to provide the registration rights set
forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Securities. The execution and delivery of
this Agreement is a condition to the Initial Purchasers153 obligations under the
Purchase Agreement.

The parties hereby agree as follows:

Definitions

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

Additional Interest: See Section 5(a) hereof.

Advice: See the last paragraph of Section 6 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.

Business Day: Shall have the meaning ascribed to such term in Rule
14d-1 under the Exchange Act.

Company: See the introductory paragraphs hereto.

Effectiveness Date: With respect to any Shelf Registration Statement,
the 90th day after the Filing Date with respect thereto; provided,
however, that if the Effectiveness Date would otherwise fall on a day
that is not a Business Day, then the Effectiveness Date shall be the next
succeeding Business Day.

Effectiveness Period: See Section 3(a) hereof.

Event Date: See Section 5(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

Exchange Date: See Section 2(a) hereof.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Exchange Securities: See Section 2(a) hereof.

Filing Date: The 90th day after the delivery of a Shelf Notice as
required pursuant to Section 2(c) hereof; provided, however, that
if the Filing Date would otherwise fall on a day that is not a Business Day,
then the Filing Date shall be the next succeeding Business Day.

FINRA: See Section 6(r) hereof.

Guarantees: See the introductory paragraphs hereto.

Guarantors: See the introductory paragraphs hereto.

Holder: Any holder of a Registrable Security or Registrable
Securities.

Igloo: See the introductory paragraphs hereto.

Indenture: See the introductory paragraphs hereto.

Information: See Section 6(n) hereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration: See Section 3(a) hereof.

Inspectors: See Section 6(n) hereof.

Issue Date: July 29, 2010, the date of original issuance of the Notes.

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Issuer: See the introductory paragraphs hereto.

Merger: See the introductory paragraphs hereto.

New Guarantees: See Section 2(a) hereof.

Notes: See the introductory paragraphs hereto.

Participant: See Section 8(a) hereof.

Participating Broker-Dealer: See Section 2(b) hereof.

Person: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

Private Exchange: See Section 2(b) hereof.

Private Exchange Notes: See Section 2(b) hereof.

Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
under the Securities Act and any term sheet filed pursuant to Rule 433 under the
Securities Act), as amended or supplemented by any prospectus supplement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraphs hereof.

Records: See Section 6(n) hereof.

Registrable Securities: Each Security upon its original issuance and
at all times subsequent thereto, each Exchange Security as to which Section
2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Note (and the related Guarantees) upon
original issuance thereof and at all times subsequent thereto, until, in each
case, the earliest to occur of (i) a Registration Statement (other than, with
respect to any Exchange Securities as to which Section 2(c)(iv) hereof is
applicable, the Exchange Offer Registration Statement) covering such Security,
Exchange Security or Private Exchange Note (and the related Guarantees) has been
declared effective by the SEC and such Security, Exchange Security or such
Private Exchange Note (and the related Guarantees), as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Security has been exchanged pursuant to the Exchange Offer for an Exchange
Security or Exchange Securities that may be resold without restriction under
state and federal securities laws, (iii) such Security, Exchange Security or
Private Exchange Note (and the related Guarantees), as the case may be, may be
resold without restriction pursuant to Rule 144 (as amended or replaced) under
the Securities Act, provided that for the purposes of this clause (iv),
such date shall be deemed to be no earlier than two years from the Issue Date.

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Registration Default: See Section 5(a) hereto.

Registration Statement: Any registration statement of the Issuer that
covers any of the Securities, the Exchange Securities or the Private Exchange
Notes (and the related Guarantees) filed with the SEC under the Securities Act,
including, in each case, the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

Representatives: See the introductory paragraphs hereto.

Rule 144: Rule 144 (as amended or replaced) under the Securities Act.

Rule 144A: Rule 144A (as amended or replaced) under the Securities
Act.

Rule 405: Rule 405 (as amended or replaced) under the Securities Act.

Rule 415: Rule 415 (as amended or replaced) under the Securities Act.

Rule 424: Rule 424 (as amended or replaced) under the Securities Act.

SEC: The U.S. Securities and Exchange Commission.

Securities: See the introductory paragraphs hereto.

Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

Shelf Notice: See Section 2(c) hereof.

Shelf Registration: See Section 3(b) hereof.

Shelf Registration Statement: Any Registration Statement relating to a
Shelf Registration.

Shelf Suspension Period: See Section 3(a) hereof.

Subsequent Shelf Registration: See Section 3(b) hereof.

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and the trustee under any
indenture (if different) governing the Exchange Securities and Private Exchange
Notes (and the related Guarantees).

Underwritten Registration: A registration in which securities of the
Issuer is sold to an underwriter for reoffering to the public.

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Except as otherwise specifically provided, all references in this Agreement
to acts, laws, statutes, rules, regulations, releases, forms, no-action letters
and other regulatory requirements (collectively, “Regulatory
Requirements“) shall be deemed to refer also to any amendments thereto and
all subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not
be deemed to amend or replace Rule 144A.

Exchange Offer

(a) Unless the Exchange Offer would violate applicable law or any applicable
interpretation of the staff of the SEC, or there are no Registrable Securities
outstanding, the Issuer shall use its commercially reasonable efforts to file
with the SEC a Registration Statement (the “Exchange Offer Registration
Statement“) on an appropriate registration form with respect to a registered
offer (the “Exchange Offer“) to exchange any and all of the Registrable
Securities for a like aggregate principal amount of debt securities of the
Issuer (the “Exchange Notes“), guaranteed, to the extent applicable, on
an unsecured senior basis by the Guarantors (the “New Guarantees” and,
together with the Exchange Notes, the “Exchange Securities“), that are
identical in all material respects to the Notes, as applicable, except that (i)
the Exchange Notes shall contain no restrictive legend thereon, (ii) interest
thereon shall accrue from the last date on which interest was paid on such Notes
or, if no such interest has been paid, from the Issue Date and (iii) the
Exchange Securities shall be entitled to the benefits of the Indenture or a
trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical trust indenture
as are necessary to comply with the TIA) and which, in either case, has been
qualified under the TIA. The Exchange Offer shall comply with all applicable
tender offer rules and regulations under the Exchange Act and other applicable
laws. The Issuer shall use its commercially reasonable efforts to (x) prepare
and file with the SEC the Exchange Offer Registration Statement with respect to
the Exchange Offer; (y) keep the Exchange Offer open for at least 20 Business
Days (or longer if required by applicable law) after the date that notice of the
Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or
prior to the 360th day following the Issue Date (or if such 360th day is not a
Business Day, the next succeeding Business Day) (the “Exchange Date“).

Each Holder (including, without limitation, each Participating Broker-Dealer)
that participates in the Exchange Offer, as a condition to participation in the
Exchange Offer, will be required to represent to the Issuer in writing (which
may be contained in the applicable letter of transmittal) that: (i) any Exchange
Securities acquired in exchange for Registrable Securities tendered are being
acquired in the ordinary course of business of the Person receiving such
Exchange Securities, whether or not such recipient is such Holder itself; (ii)
at the time of the commencement or consummation of the Exchange Offer neither
such Holder nor, to the actual knowledge of such Holder, any other Person
receiving Exchange Securities from such Holder has an arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act; (iii) neither the Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Securities from
such Holder is an “affiliate” (as defined in Rule 405) of the Issuer or, if it
is an affiliate of the Issuer, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable
and will provide information to be included in the Shelf Registration Statement
in accordance with Section 6 hereof in order to have their Securities included
in the Shelf Registration Statement and benefit from the provisions regarding
Additional Interest in Section 5 hereof; (iv) if such Holder is not a
broker-dealer, neither such Holder nor, to the actual knowledge of such Holder,
any other Person receiving Exchange Securities from such Holder is engaging in
or intends to engage in a distribution of the Exchange Securities; and (v) if
such Holder is a Participating Broker-Dealer, such Holder has acquired the
Registrable Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities and
that it will comply with the applicable provisions of the Securities Act
(including, but not limited to, the prospectus delivery requirements
thereunder).

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Upon consummation of the Exchange Offer in accordance with this Section 2,
the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Securities that are Private
Exchange Notes (and the related Guarantees), Exchange Securities as to which
Section 2(c)(iv) is applicable and Exchange Securities held by the Participating
Broker-Dealers, and the Issuer shall have no further obligation to register
Registrable Securities (other than Private Exchange Notes (and the related
Guarantees) and Exchange Securities as to which clause 2(c)(iv) hereof applies)
pursuant to Section 3 hereof.

No securities other than the Exchange Securities shall be included in the
Exchange Offer Registration Statement.

(b) The Issuer shall include within the Prospectus contained in the Exchange
Offer Registration Statement a section entitled “Plan of Distribution,” which
shall contain a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential “underwriter” status of any
broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a “Participating Broker-Dealer“), whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies represent the prevailing views of the staff of the SEC.
Such “Plan of Distribution” section shall also expressly permit, to the extent
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Participating Broker-Dealers, and include a statement
describing the means by which Participating Broker-Dealers may resell the
Exchange Securities in compliance with the Securities Act.

The Issuer shall use its commercially reasonable efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the Exchange Securities; provided,
however, that such period shall not be required to exceed 90 days, or
such longer period if extended pursuant to the last paragraph of Section 6
hereof (the “Applicable Period“).

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold
any Notes acquired by them that have the status of an unsold allotment in the
initial distribution, the Issuer, upon the request of the Initial Purchasers,
shall simultaneously with the delivery of the Exchange Notes issue and deliver
to the Initial Purchasers, in exchange (the “Private Exchange“) for such
Notes held by any such Holder, a like principal amount of notes (the
“Private Exchange Notes“) of the Issuer, guaranteed by the Guarantors,
that are identical in all material respects to the Exchange Notes except for the
placement of a restrictive legend on such Private Exchange Notes. The Private
Exchange Notes shall be issued pursuant to the same indenture as the Exchange
Notes and bear the same CUSIP number as the Exchange Notes if permitted by the
CUSIP Service Bureau.

-6-

In connection with the Exchange Offer, the Issuer shall:

(1) mail, or cause to be mailed, to each Holder of record entitled to
participate in the Exchange Offer a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;

(2) use its commercially reasonable efforts to keep the Exchange Offer open
for not less than 20 Business Days from the date that notice of the Exchange
Offer is mailed to Holders (or longer if required by applicable law);

(3) utilize the services of a depositary for the Exchange Offer with an
address in the Borough of Manhattan, The City of New York or in Wilmington,
Delaware;

(4) permit Holders to withdraw tendered Notes at any time prior to the close
of business, New York time, on the last Business Day on which the Exchange Offer
remains open; and

(5) otherwise comply in all material respects with all laws, rules and
regulations applicable to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and any Private
Exchange, the Issuer shall:

(1) accept for exchange all Registrable Securities validly tendered and not
validly withdrawn pursuant to the Exchange Offer and any Private Exchange;

(2) deliver to the Trustee for cancellation all Registrable Securities so
accepted for exchange; and

(3) cause the Trustee to authenticate and deliver promptly to each Holder of
Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in
principal amount to the Notes of such Holder so accepted for exchange;
provided that, in the case of any Notes held in global form by a
depositary, authentication and delivery to such depositary of one or more
replacement Notes in global form in an equivalent principal amount thereto for
the account of such Holders in accordance with the Indenture shall satisfy such
authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than that (i) the Exchange Offer or Private Exchange, as the
case may be, does not violate applicable law or any applicable interpretation of
the staff of the SEC; (ii) no action or proceeding shall have been instituted or
threatened in any court or by any governmental agency which might materially
impair the ability of the Issuer to proceed with the Exchange Offer or the
Private Exchange, and no material adverse development shall have occurred in any
existing action or proceeding with respect to the Issuer; and (iii) all
governmental approvals shall have been obtained, which approvals the Issuer deem
necessary for the consummation of the Exchange Offer or Private Exchange.

-7-

The Exchange Securities and the Private Exchange Notes (and related
guarantees) shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture and which, in either case,
has been qualified under the TIA or is exempt from such qualification and shall
provide that the Exchange Securities shall not be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall
provide that the Exchange Notes, the Private Exchange Notes and the Notes shall
vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes will have the right to
vote or consent as a separate class on any matter.

(c) If, (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuer is not permitted to effect
the Exchange Offer, (ii) the Exchange Offer is not consummated by the Exchange
Date, (iii) any holder of Private Exchange Notes so requests in writing to the
Issuer at any time within 30 days after the consummation of the Exchange Offer,
or (iv) in the case of any Holder that participates in the Exchange Offer, such
Holder does not receive Exchange Securities on the date of the exchange that may
be sold without restriction under state and federal securities laws (other than
due solely to the status of such Holder as an affiliate of the Issuer within the
meaning of the Securities Act) and so notifies the Issuer within 30 days after
such Holder first becomes aware of such restrictions, in the case of each of
clauses (i) to and including (iv) of this sentence, then the Issuer shall
promptly deliver to the Trustee (to deliver to the Holders) written notice
thereof (the “Shelf Notice“) and shall file a Shelf Registration pursuant
to Section 3 hereof.

Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c)
hereof, then:

(a) Shelf Registration. The Issuer shall promptly file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Securities (the “Initial Shelf
Registration“). The Issuer shall use its commercially reasonable efforts to
file with the SEC the Initial Shelf Registration on or prior to the Filing Date.
The Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Securities for resale by Holders in
the manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Issuer shall not permit any securities other
than the Registrable Securities and the related guarantees to be included in the
Initial Shelf Registration or any Subsequent Shelf Registration (as defined
below).

The Issuer shall use its commercially reasonable efforts to cause the Shelf
Registration to be declared effective under the Securities Act on or prior to
the Effectiveness Date and to keep the Initial Shelf Registration continuously
effective under the Securities Act from the date on which the Shelf Registration
is declared effective by the SEC until expiration of the one-year period from
such effective date (or shorter period that will terminate when all the
Registrable Securities covered by such Shelf Registration have been sold
pursuant to such Shelf Registration (the “Effectiveness Period“));
provided, however, that the Effectiveness Period in respect of the
Initial Shelf Registration shall be extended to the extent required to permit
dealers to comply with the applicable prospectus delivery requirements of Rule
174 under the Securities Act and as otherwise provided herein. Notwithstanding
anything to the contrary in this Agreement, at any time, the Issuer may delay
the filing of any Initial Shelf Registration Statement or delay or suspend the
effectiveness thereof, for a reasonable period of time, but not in excess of 60
consecutive days or more than three (3) times during any calendar year (each, a
“Shelf Suspension Period“), if the Board of Directors of the Issuer
determines reasonably and in good faith that the filing of any such Initial
Shelf Registration Statement or the continuing effectiveness thereof would
require the disclosure of non-public material information that, in the
reasonable judgment of the Board of Directors of the Issuer, would be
detrimental to the Issuer if so disclosed or would otherwise materially
adversely affect a financing, acquisition, disposition, merger or other material
transaction or if such action is required by applicable law.

-8-

(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the
Initial Shelf Registration or any Subsequent Shelf Registration ceases to be
effective for any reason at any time during the Effectiveness Period (other than
because of the sale of all of the Securities registered thereunder), the Issuer
shall use its commercially reasonable efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall file an
additional Shelf Registration Statement pursuant to Rule 415 covering all of the
Registrable Securities covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration (each, a
“Subsequent Shelf Registration“). If a Subsequent Shelf Registration is
filed, the Issuer shall use its commercially reasonable efforts to cause the
Subsequent Shelf Registration to be declared effective under the Securities Act
as soon as practicable after such filing and to keep such subsequent Shelf
Registration continuously effective for a period equal to the number of days in
the Effectiveness Period less the aggregate number of days during which the
Initial Shelf Registration or any Subsequent Shelf Registration was previously
continuously effective. As used herein the term “Shelf Registration”
means the Initial Shelf Registration and any Subsequent Shelf Registration.

(c) Supplements and Amendments. The Issuer shall promptly supplement
and amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in aggregate principal amount of the Registrable
Securities (or their counsel) covered by such Registration Statement with
respect to the information included therein with respect to one or more of such
Holders, or, if reasonably requested by any underwriter of such Registrable
Securities, with respect to the information included therein with respect to
such underwriter.

[Reserved.]

Additional Interest

(a) The Issuer and the Initial Purchasers agree that the Holders will suffer
damages if the Issuer fails to fulfill its obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Issuer and the Guarantors agree to
pay, jointly and severally, as liquidated damages, additional interest on the
outstanding Registrable Securities (“Additional Interest“) if either (i)
the Exchange Offer has not been consummated by the Exchange Date, (ii) any Shelf
Registration, if required hereby, has not been filed with the SEC by the
Exchange Date, (iii) any Shelf Registration, if required hereby, has not been
declared effective by the SEC within 90 days of filing such Shelf Registration
or (iv) any Registration Statement required by Section 2 or 3 of this Agreement
has been declared effective but ceases to be effective at any time at which it
is required to be effective under this Agreement (each such event referred to in
clauses (i) through (iv), a “Registration Default“). The Additional
Interest shall accrue on the principal amount of the outstanding Registrable
Securities at a rate of 0.25% per annum during the 90-day period immediately
following the occurrence of any Registration Default (which rate will be
increased by an additional 0.25% per annum for each subsequent 90 day period
that such Additional Interest continues to accrue, provided that the rate at
which such Additional Interest accrues may in no event exceed 1.00% per annum)
(such Additional Interest to be calculated by the Issuer); provided, however,
that at the earlier of (i) the cure of all Registration Defaults relating to the
particular Registrable Securities or (ii) the date particular Securities are no
longer Registrable Securities, the interest rate borne by the Securities will be
reduced to the original interest rate borne by such Securities. Notwithstanding
any other provisions of this Section 5, the Issuer shall not be obligated to pay
Additional Interest provided in Sections 5(a)(ii) through 5(a)(iv) during a
Shelf Suspension Period permitted by Section 3(a) hereof.

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(b) The Issuer shall notify the Trustee within five business days after each
and every date on which an event occurs in respect of which Additional Interest
is required to be paid (an “Event Date“). Any amounts of Additional
Interest due pursuant to (a) of this Section 5 will be payable in cash
semiannually on each February 1 and August 1 (to the holders of record on the
January 15 and July 15 immediately preceding such dates), commencing with the
first such date occurring after any such Additional Interest commences to
accrue. The amount of Additional Interest will be determined by the Issuer by
multiplying the applicable Additional Interest rate by the principal amount of
the Registrable Securities, multiplied by a fraction, the numerator of which is
the number of days such Additional Interest rate was applicable during such
period (determined on the basis of a 360 day year comprised of twelve 30 day
months and, in the case of a partial month, the actual number of days elapsed),
and the denominator of which is 360.

Registration Procedures

In connection with the filing of any Registration Statement pursuant to
Section 2 or 3 hereof, the Issuer and the Guarantors shall effect such
registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
and in connection with any Registration Statement filed by the Issuer and the
Guarantors hereunder the Issuer and the Guarantors shall:

(a) Prepare and file with the SEC (prior to the applicable Filing Date in the
case of a Shelf Registration), a Registration Statement or Registration
Statements as prescribed by Section 2 or 3 hereof, and use its commercially
reasonable efforts to cause each such Registration Statement to become effective
and remain effective as provided herein; provided, however, that
if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained
in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof
is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period
relating thereto from whom the Issuer has received prior written notice that it
will be a Participating Broker-Dealer in the Exchange Offer, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Issuer shall furnish to and afford counsel for the Holders of the
Registrable Securities covered by such Registration Statement (with respect to a
Registration Statement filed pursuant to Section 3 hereof) or counsel for such
Participating Broker-Dealer (with respect to any such Registration Statement),
as the case may be, and counsel to the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least three Business Days prior
to such filing). The Issuer shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a majority
in aggregate principal amount of the Registrable Securities covered by such
Registration Statement, their counsel, or the managing underwriters, if any,
shall reasonably object.

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(b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement or Exchange Offer Registration
Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period, the Applicable
Period or until consummation of the Exchange Offer, as the case may be; cause
the related Prospectus to be supplemented by any Prospectus supplement required
by applicable law, and as so supplemented to be filed pursuant to Rule 424; and
comply with the provisions of the Securities Act and the Exchange Act applicable
to it with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented
and with respect to the subsequent resale of any securities being sold by an
Participating Broker-Dealer covered by any such Prospectus in all material
respects. The Issuer shall be deemed not to have used its commercially
reasonable efforts to keep a Registration Statement effective if it voluntarily
takes any action that is reasonably expected to result in selling Holders of the
Registrable Securities covered thereby or Participating Broker-Dealers seeking
to sell Exchange Securities not being able to sell such Registrable Securities
or such Exchange Securities during that period unless such action is required by
applicable law or permitted by this Agreement.

(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period relating thereto from whom the Issuer has received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer, notify the selling Holders of Registrable Securities (with respect to a
Registration Statement filed pursuant to Section 3 hereof), or each such
Participating Broker-Dealer (with respect to any such Registration Statement),
as the case may be, their counsel and the managing underwriters, if any,
promptly (but in any event within three Business Days), and confirm such notice
in writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Issuer, one conformed copy
of such Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (iii) if at any time when a Prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registrable Securities or resales of Exchange Securities by Participating
Broker-Dealers the representations and warranties of the Issuer contained in any
agreement (including any underwriting agreement) contemplated by Section 6(m)
hereof cease to be true and correct, (iv) of the receipt by the Issuer of any
notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable
Securities or the Exchange Securities to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known that
makes any statement made in such Registration Statement or related Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and (vi) of the
Issuer153s determination that a post-effective amendment to a Registration
Statement would be appropriate.

-11-

(d) Use its commercially reasonable efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Registrable Securities or the
Exchange Securities to be sold by any Participating Broker-Dealer, for sale in
any jurisdiction.

(e) If a Shelf Registration is filed pursuant to Section 3 and if requested
during the Effectiveness Period by the managing underwriter or underwriters (if
any) or the Holders of a majority in aggregate principal amount of the
Registrable Securities being sold in connection with an underwritten offering,
(i) as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders or counsel for either of them reasonably
request to be included therein, (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable
after the Issuer has received notification of the matters to be incorporated in
such prospectus supplement or post-effective amendment, and (iii) supplement or
make amendments to such Registration Statement.

(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, furnish to each selling Holder of Registrable
Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof) and to each such Participating Broker-Dealer who so requests (with
respect to any such Registration Statement) and to their respective counsel and
each managing underwriter, if any, at the sole expense of the Issuer, one
conformed copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.

(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, deliver to each selling Holder of Registrable
Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their respective counsel, and the
underwriters, if any, at the sole expense of the Issuer, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the last
paragraph of this Section 6, the Issuer hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders of Registrable Securities or each such Participating Broker-Dealer, as
the case may be, and the underwriters or agents, if any, and dealers, if any, in
connection with the offering and sale of the Registrable Securities covered by,
or the sale by Participating Broker-Dealers of the Exchange Securities pursuant
to, such Prospectus and any amendment or supplement thereto.

-12-

(h) Prior to any public offering of Registrable Securities or any delivery of
a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, use its commercially reasonable efforts to register or
qualify, and to cooperate with the selling Holders of Registrable Securities or
each such Participating Broker-Dealer, as the case may be, the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder, Participating Broker-Dealer, or the managing underwriter or
underwriters reasonably request in writing; provided, however,
that where Exchange Securities held by Participating Broker-Dealers or
Registrable Securities are offered other than through an underwritten offering,
the Issuer agrees to cause its counsel to perform Blue Sky investigations and
file registrations and qualifications required to be filed pursuant to this
Section 6(h), keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required
to be kept effective and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Exchange
Securities held by Participating Broker-Dealers or the Registrable Securities
covered by the applicable Registration Statement; provided,
however, that the Issuer shall not be required to (A) qualify generally
to do business in any jurisdiction where it is not then so qualified, (B) take
any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of a nominal dollar amount in any such jurisdiction where it is not
then so subject.

(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate
with the selling Holders of Registrable Securities and the managing underwriter
or underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates
shall not bear any restrictive legends and shall be in a form eligible for
deposit with The Depository Trust Company; and enable such Registrable
Securities to be in such denominations (subject to applicable requirements
contained in the Indenture) and registered in such names as the managing
underwriter or underwriters, if any, or Holders may request.

(j) Use its commercially reasonable efforts to cause the Registrable
Securities covered by the Registration Statement to be registered with or
approved by such other U.S. governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities, except as may be required solely as a consequence of the nature of
such selling Holder153s business, in which case the Issuer will cooperate in all
respects with the filing of such Registration Statement and the granting of such
approvals.

-13-

(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, upon the occurrence of any event contemplated by
paragraph 6(c)(v) or 6(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 6(a) hereof) file with the SEC, at the sole expense of the
Issuer, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated therein
by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder
(with respect to a Registration Statement filed pursuant to Section 3 hereof) or
to the purchasers of the Exchange Securities to whom such Prospectus will be
delivered by a Participating Broker-Dealer (with respect to any such
Registration Statement), any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(l) Prior to the effective date of the first Registration Statement relating
to the Exchange Securities, (i) provide the Trustee with certificates for the
Exchange Securities in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Exchange Securities.

(m) In connection with any underwritten offering of Registrable Securities
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Securities
(including, without limitation, a customary condition to the obligations of the
underwriters that the underwriters shall have received “cold comfort” letters
and updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters from the independent registered public
accountants of the Issuer (and, if necessary, any other independent registered
public accountants of the Issuer, or of any business acquired by the Issuer, for
which financial statements and financial data are, or are required to be,
included or incorporated by reference in the Registration Statement), addressed
to each of the underwriters, such letters to be in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection
with underwritten offerings of debt securities similar to the Securities), and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Securities and, in such connection, (i)
make such representations and warranties to, and covenants with, the
underwriters with respect to the business of the Issuer (including any acquired
business, properties or entity, if applicable), and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings of debt securities similar to the
Securities, and confirm the same in writing if and when requested; (ii) obtain
the written opinions of counsel to the Issuer, and written updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters, addressed to the underwriters covering the matters customarily
covered in opinions reasonably requested in underwritten offerings; and (iii) if
an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 8 hereof (or such other
provisions and procedures reasonably acceptable to Holders of a majority in
aggregate principal amount of Registrable Securities covered by such
Registration Statement and the managing underwriter or underwriters or agents,
if any). The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.

-14-

(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, make available for inspection by any Initial
Purchaser, any selling Holder of such Registrable Securities being sold (with
respect to a Registration Statement filed pursuant to Section 3 hereof), or each
such Participating Broker-Dealer, as the case may be, any underwriter
participating in any such disposition of Registrable Securities, if any, and any
attorney, accountant or other agent retained by any such selling Holder or each
such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, or underwriter (any such Initial Purchasers,
Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or
agents, collectively, the “Inspectors“), upon written request, at the
offices where normally kept, during reasonable business hours, all pertinent
financial and other records, pertinent corporate documents and instruments of
the Issuer and subsidiaries of the Issuer (collectively, the “Records“),
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Issuer and any of its subsidiaries to supply all information
(“Information“) reasonably requested by any such Inspector in connection
with such due diligence responsibilities. Each Inspector shall agree in writing
that it will keep the Records and Information confidential, to use the
Information only for due diligence purposes, to abstain from using the
Information as the basis for any market transactions in Securities of the Issuer
and that it will not disclose any of the Records or Information that the Issuer
determines, in good faith, to be confidential and notifies the Inspectors in
writing are confidential unless (i) the disclosure of such Records or
Information is necessary to avoid or correct a misstatement or omission in such
Registration Statement or Prospectus, (ii) the release of such Records or
Information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, (iii) disclosure of such Records or Information is
necessary or advisable, in the opinion of counsel for any Inspector, in
connection with any action, claim, suit or proceeding, directly or indirectly,
involving or potentially involving such Inspector and arising out of, based
upon, relating to, or involving this Agreement or the Purchase Agreement, or any
transactions contemplated hereby or thereby or arising hereunder or thereunder,
or (iv) the information in such Records or Information has been made generally
available to the public other than by an Inspector or an “affiliate” (as defined
in Rule 405) thereof; provided, however, that prior notice shall
be provided as soon as practicable to the Issuer of the potential disclosure of
any information by such Inspector pursuant to clause (ii) or (iii) of this
sentence to permit the Issuer to obtain a protective order (or waive the
provisions of this paragraph (n)) and that such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of the Holder or any Inspector.

(o) Provide an indenture trustee for the Registrable Securities or the
Exchange Securities, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Securities; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders
of the Registrable Securities, to effect such changes (if any) to such indenture
as may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use its commercially reasonable efforts to
cause such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable such indenture to be so qualified in a timely manner.

-15-

(p) Comply in all material respects with all applicable rules and regulations
of the SEC and make generally available to its security holders with regard to
any applicable Registration Statement, a consolidated earning statement
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any fiscal quarter (or 90 days after the end of
any 12-month period if such period is a fiscal year), subject, in each case, to
extensions of such periods to the extent permitted pursuant to the rules and
regulations of the Exchange Act then in effect (i) commencing at the end of any
fiscal quarter in which Registrable Securities are sold to underwriters in a
firm commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Issuer, after the effective date of a Registration
Statement, which statements shall cover said 12-month periods; provided that
this requirement shall be deemed satisfied by the Issuer complying with Section
4.03 of the Indenture.

(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an
opinion of counsel to the Issuer, in a form customary for underwritten
transactions, addressed to the Trustee for the benefit of all Holders of
Registrable Securities participating in the Exchange Offer or the Private
Exchange, as the case may be, that the Exchange Securities or Private Exchange
Notes (and the related guarantees), as the case may be, the related guarantees
and the related indenture constitute legal, valid and binding obligations of the
Issuer, enforceable against the Issuer in accordance with their respective
terms, subject to customary exceptions and qualifications. If the Exchange Offer
or a Private Exchange is to be consummated, upon delivery of the Registrable
Securities by Holders to the Issuer (or to such other Person as directed by the
Issuer), in exchange for the Exchange Securities or the Private Exchange Notes
(and the related guarantees), as the case may be, the Issuer shall mark, or
cause to be marked, on such Registrable Securities that such Registrable
Securities are being cancelled in exchange for the Exchange Securities or the
Private Exchange Notes (and the related Guarantees), as the case may be; in no
event shall such Registrable Securities be marked as paid or otherwise
satisfied.

(r) Use reasonable efforts to cooperate with each seller of Registrable
Securities covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
Financial Industry Regulatory Authority, Inc. (“FINRA“).

(s) Use its respective commercially reasonable efforts to take all other
steps reasonably necessary to effect the registration of the Exchange Securities
and/or Registrable Securities covered by a Registration Statement contemplated
hereby.

The Issuer may require each seller of Registrable Securities as to which any
registration is being effected to furnish to the Issuer such information
regarding such seller and the distribution of such Registrable Securities as the
Issuer may, from time to time, reasonably request. The Issuer may exclude from
such registration the Registrable Securities of any seller so long as such
seller fails to furnish such information within a reasonable time after
receiving such request. Each seller as to which any Shelf Registration is being
effected agrees to furnish promptly to the Issuer all information required to be
disclosed in order to make the information previously furnished to the Issuer by
such seller not materially misleading.

-16-

If any such Registration Statement refers to any Holder by name or otherwise
as the holder of any securities of the Issuer, then such Holder shall have the
right to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Holder, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Issuer, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

Each Holder of Registrable Securities and each Participating Broker-Dealer
agrees by its acquisition of such Registrable Securities or Exchange Securities
to be sold by such Participating Broker-Dealer, as the case may be, that, upon
actual receipt of any notice from the Issuer of the happening of any event of
the kind described in Section 6(c)(ii), 6(c)(iv), 6(c)(v), or 6(c)(vi) hereof,
such Holder will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or Prospectus or Exchange
Securities to be sold by such Holder or Participating Broker-Dealer, as the case
may be, until such Holder153s or Participating Broker-Dealer153s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 6(k)
hereof, or until it is advised in writing (the “Advice“) by the Issuer
that the use of the applicable Prospectus may be resumed, and has received
copies of any amendments or supplements thereto. In the event that the Issuer
shall give any such notice, each of the Applicable Period and the Effectiveness
Period shall be extended by the number of days during such periods from and
including the date of the giving of such notice to and including the date when
each seller of Registrable Securities covered by such Registration Statement or
Exchange Securities to be sold by such Participating Broker-Dealer, as the case
may be, shall have received (x) the copies of the supplemented or amended
Prospectus contemplated by Section 6(k) hereof or (y) the Advice.

Registration Expenses

All fees and expenses incident to the performance of or compliance with this
Agreement by the Issuer of its obligations under Sections 2, 3, 4, 6 and 9
hereof shall be borne by the Issuer, whether or not the Exchange Offer
Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with FINRA in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Securities and determination of the
eligibility of the Registrable Securities or Exchange Securities for investment
under the laws of such jurisdictions in the United States (x) where the holders
of Registrable Securities are located, in the case of the Exchange Securities,
or (y) as provided in Section 6(h) hereof, in the case of Registrable Securities
or Exchange Securities to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) printing expenses, including, without limitation,
printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, by the Holders of a majority in
aggregate principal amount of the Registrable Securities included in any
Registration Statement or in respect of Registrable Securities or Exchange
Securities to be sold by any Participating Broker-Dealer during the Applicable
Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange
agent and their counsel, (iv) fees and disbursements of counsel for the Issuer
and, in the case of a Shelf Registration, reasonable fees and disbursements of
one special counsel for all of the sellers of Registrable Securities selected by
the Holder of a majority in aggregate principal amount of Registrable Securities
covered by such Shelf Registration (which counsel shall be reasonably
satisfactory to the Issuer) exclusive of any counsel retained pursuant to
Section 8 hereof), (v) fees and disbursements of all independent registered
public accountants referred to in Section 6(m) hereof (including, without
limitation, the expenses of any “cold comfort” letters required by or incident
to such performance), (vi) rating agency fees, if any, and any fees associated
with making the Registrable Securities or Exchange Securities eligible for
trading through The Depository Trust Company, (vii) Securities Act liability
insurance, if the Issuer desires such insurance, (viii) fees and expenses of all
other Persons retained by the Issuer, (ix) internal expenses of the Issuer
(including, without limitation, all salaries and expenses of officers and
employees of the Issuer performing legal or accounting duties), (x) the expense
of any annual audit, (xi) any fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable and (xii)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.

-17-

Indemnification and Contribution.

(a) The Issuer and the Guarantors jointly and severally agree, to indemnify
and hold harmless each Holder of Registrable Securities, each Participating
Broker-Dealer selling Exchange Securities during the Applicable Period, and each
Person, if any, who controls such Person or its affiliates within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a
“Participant“) against any losses, claims, damages or liabilities, joint
or several, to which any Participant may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement (or any amendment thereto) or Prospectus
(as amended or supplemented if the Issuer shall have furnished any amendments or
supplements thereto) or any preliminary prospectus; or

(ii) the omission or alleged omission to state, in any Registration Statement
(or any amendment thereto) or Prospectus (as amended or supplemented if the
Issuer shall have furnished any amendments or supplements thereto) or any
preliminary prospectus or any other document or any amendment or supplement
thereto, a material fact required to be stated therein or necessary to make the
statements therein not misleading,

except, in each case, insofar as such losses, claims, damages or liabilities
are arising out of or based upon any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any
information relating to any Initial Purchaser or any Holder furnished to the
Issuer in writing through the Initial Purchasers or any selling Holder expressly
for use therein;

-18-

and agree (subject to the limitations set forth in the proviso to this
sentence) to reimburse, as incurred, the Participant for any reasonable legal or
other expenses incurred by the Participant in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however,
neither the Issuer nor the Guarantors will be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Issuer shall have furnished any
amendments or supplements thereto) or any preliminary prospectus or any
amendment or supplement thereto in reliance upon and in conformity with written
information relating to any Participant furnished to the Issuer by such
Participant specifically for use therein. The indemnity provided for in this
Section 8 will be in addition to any liability that the Issuer may otherwise
have to the indemnified parties. The Issuer and the Guarantors shall not be
liable under this Section 8 to any indemnified party regarding any settlement or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent is consented to by the Issuer and
the Guarantors, which consent shall not be unreasonably withheld.

(b) Each Participant, severally and not jointly, agrees to indemnify and hold
harmless the Issuer, the Guarantors, their respective directors (or equivalent),
their respective officers who sign any Registration Statement and each person,
if any, who controls the Issuer within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any losses, claims,
damages or liabilities to which the Issuer, the Guarantors or any such director,
officer or controlling person may become subject under the Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus, or (ii) the omission or the alleged omission to state therein a
material fact necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Participant,
furnished to the Issuer by or on behalf of such Participant, specifically for
use therein; and subject to the limitation set forth immediately preceding this
clause, will reimburse, as incurred, any reasonable legal or other expenses
incurred by the Issuer, the Guarantors or any such director, officer or
controlling person in connection with investigating or defending against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereof. The indemnity provided for in
this Section 8 will be in addition to any liability that the Participants may
otherwise have to the indemnified parties. The Participants shall not be liable
under this Section 8 to any indemnified party regarding any settlement or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent is consented to by the
Participants, which consent shall not be unreasonably withheld. The Issuer and
the Guarantors shall not, without the prior written consent of such Participant,
effect any settlement or compromise of any pending or threatened proceeding in
respect of which such Participant is or could have been a party, or indemnity
could have been sought hereunder by such Participant, unless such settlement (A)
includes an unconditional written release of such Participant, in form and
substance reasonably satisfactory to such Participant, from all liability on
claims that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of such Participant.

-19-

(c) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party of the commencement thereof in writing;
but the omission to so notify the indemnifying party (i) will not relieve it
from any liability under paragraph (a) or (b) above unless and to the extent it
did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii)
will not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in
paragraphs (a) and (b) above. The indemnifying party shall be entitled to
appoint counsel (including local counsel) of the indemnifying party153s choice at
the indemnifying party153s expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate
counsel, other than local counsel if not appointed by the indemnifying party,
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party153s
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest (based
on the advice of counsel to the indemnified person); (ii) such action includes
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded (based on the advice of counsel to the
indemnified person) that there may be legal defenses available to it and/or
other indemnified parties that are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. It is
understood and agreed that the indemnifying person shall not, in connection with
any proceeding or separate but related or substantially similar proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) representing the indemnified
parties under paragraph (a) or paragraph (b) of this Section 8, as the case may
be, who are parties to such action or actions. Any such separate firm for any
Participants shall be designated in writing by Participants who sold a majority
in interest of the Registrable Securities and Exchange Securities sold by all
such Participants in the case of paragraph (a) of this Section 8 or the Issuer
in the case of paragraph (b) of this Section 8. In the event that any
Participants are indemnified persons collectively entitled, in connection with a
proceeding or separate but related or substantially similar proceedings in a
single jurisdiction, to the payment of fees and expenses of a single separate
firm under this Section 8(c), and any such Participants cannot agree to a
mutually acceptable separate firm to act as counsel thereto, then such separate
firm for all such Indemnified Persons shall be designated in writing by
Participants who sold a majority in interest of the Registrable Securities and
Exchange Securities sold by all such Participants. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding and does not include any statement as to, or any admission
of, fault, culpability or failure to act by or on behalf of any indemnified
party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be
reimbursed as they are incurred.

-20-

(d) After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof and approval by such indemnified party
of counsel appointed to defend such action, the indemnifying party will not be
liable to such indemnified party under this Section 8 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred by
such indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
third sentence of paragraph (c) of this Section 8 or (ii) the indemnifying party
has authorized in writing the employment of counsel for the indemnified party at
the expense of the indemnifying party. After such notice from the indemnifying
party to such indemnified party, the indemnifying party will not be liable for
the costs and expenses of any settlement of such action effected by such
indemnified party without the prior written consent of the indemnifying party
(which consent shall not be unreasonably withheld), unless such indemnified
party waived in writing its rights under this Section 8, in which case the
indemnified party may effect such a settlement without such consent.

(e) In circumstances in which the indemnity agreement provided for in the
preceding paragraphs of this Section 8 is unavailable to, or insufficient to
hold harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) (other than by virtue of the failure
of an indemnified party to notify the indemnifying party of its right to
indemnification pursuant to paragraph (a) or (b) of this Section 8, where such
failure materially prejudices the indemnifying party (through the forfeiture of
substantial rights or defenses)), each indemnifying party, in order to provide
for just and equitable contribution, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect (i) the relative benefits received by the indemnifying party or
parties on the one hand and the indemnified party on the other from the offering
of the Securities or (ii) if the allocation provided by the foregoing clause (i)
is not permitted by applicable law, not only such relative benefits but also the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative benefits received by
the Issuer and the Guarantors on the one hand and such Participant on the other
shall be deemed to be in the same proportion that the total net proceeds from
the offering (before deducting expenses) of the Securities received by the
Issuer bear to the total discounts and commissions received by such Participant
in connection with the sale of the Securities (or if such Participant did not
receive discounts or commissions, the value of receiving the Securities). The
relative fault of the parties 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 Issuer on the one hand, or the Participants on the other, the
parties153 relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission,
and any other equitable considerations appropriate in the circumstances. The
parties agree that it would not be equitable if the amount of such contribution
were determined by pro rata or per capita allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (e). Notwithstanding any other
provision of this paragraph (e), no Participant shall be obligated to make
contributions hereunder that in the aggregate exceed the total discounts,
commissions and other compensation or net proceeds on the sale of Securities
received by such Participant in connection with the sale of the Securities, less
the aggregate amount of any damages that such Participant has otherwise been
required to pay by reason of the untrue or alleged untrue statements or the
omissions or alleged omissions to state a material fact, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls a Participant within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act shall have the same rights to contribution as
the Participants, and each director of the Issuer and the Guarantors, each
officer of the Issuer and the Guarantors and each person, if any, who controls
the Issuer and the Guarantors within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, shall have the same rights to contribution as
the Issuer.

-21-

Rule 144

The Issuer covenants and agrees that it will use commercially reasonable
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act and the rules and regulations adopted by the SEC thereunder
in a timely manner in accordance with the requirements of the Securities Act and
the Exchange Act and, if at any time the Issuer is not required to file such
reports, the Issuer will, upon the request of any Holder or beneficial owner of
Registrable Securities, make available such information necessary to permit
sales pursuant to Rule 144A. The Issuer further covenants and agrees, for so
long as any Registrable Securities remain outstanding that it will take such
further action as any Holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144A unless the Issuer is then
subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder
satisfy the information requirements of Rule 144A then in effect.

10.

Underwritten Registrations

The Issuer shall not be required to assist in an underwritten offering unless
requested by the Holders of a majority in aggregate principal amount of the
Registrable Securities. If any of the Registrable Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment
banker or investment bankers and manager or managers that will manage the
offering will be selected by the Holders of a majority in aggregate principal
amount of such Registrable Securities included in such offering and shall be
reasonably acceptable to the Issuer.

No Holder of Registrable Securities may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder153s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

-22-

11.

Miscellaneous

(a) No Inconsistent Agreements. The Issuer has not as of the date
hereof, and the Issuer shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Issuer other issued and outstanding
securities under any such agreements. The Issuer will not enter into any
agreement with respect to any of its securities which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.

(b) Adjustments Affecting Registrable Securities. The Issuer shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

(c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Issuer, and (II) (A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Securities and
(B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a
majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 8
and this Section 11(c) may not be amended, modified or supplemented without the
prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of
Registrable Securities or Exchange Securities, as the case may be, disposed of
pursuant to any Registration Statement) affected by any such amendment,
modification or supplement. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders of Registrable Securities whose securities
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect, impair, limit or compromise the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Securities being sold pursuant to
such Registration Statement.

(d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

(i) if to a Holder of the Registrable Securities or any Participating
Broker-Dealer, at the most current address of such Holder or Participating
Broker-Dealer, as the case may be, set forth on the records of the registrar
under the Indenture, with a copy in like manner to the Initial Purchasers as
follows:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Facsimile No.: (212) 548-9158

Attention: Leveraged Finance Department

-23-

with a copy to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Facsimile No.: (212) 378-2409

Attention: Stuart G. Downing

(ii)

if to the Initial Purchasers, at the address specified in Section 11(d)(i);

(iii)

if to the Issuer, at the address as follows:

Igloo Merger Corporation

Interactive Data Corporation

32 Crosby Drive

Bedford, Massachusetts 01731

Facsimile No.: (781) 687-8005

Attention: General Counsel

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Richard A. Fenyes

All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; one Business Day after being
timely delivered to a next-day air courier; and upon written confirmation, if
sent by facsimile.

Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

(e) 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,
the Holders and the Participating Broker-Dealers; provided,
however, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement or the Indenture.

-24-

(f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK. EACH OF THE
PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

(j) Notes Held by the Issuer or Its Affiliates. Whenever the consent
or approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Issuer or its affiliates
(as such term is defined in Rule 405 under the Securities Act) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

(k) Third-Party Beneficiaries. Holders of Registrable Securities and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

(l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuer on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

-25-

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


IGLOO MERGER CORPORATION

By:		/s/ MICHAEL BINGLE
		Name: Michael Bingle
		Title: Co-President

INTERACTIVE DATA CORPORATION

By:		/s/ RAYMOND L. D153ARCY
		Name: Raymond L. D153arcy
		Title: President and Chief Executive Officer

Signature Page to Registration Rights Agreement

ESIGNAL, INC.

EXSHARE FINANCIAL INCORPORATED

GTIS CORPORATION

IDCO NOMINEES, INC.

INFOTEC HOLDINGS CORPORATION

INTERACTIVE DATA MANAGED SOLUTIONS, LLC

INTERACTIVE DATA PRICING AND REFERENCE DATA, INC.

INTERACTIVE DATA REAL-TIME GROUP, INC.

INTERACTIVE DATA REAL-TIME SERVICES, INC.


Each of the Guarantors listed on Schedule I hereto.

By:	/s/ CHRISTINE A. SAMPSON
	Name:	Christine A. Sampson
	Title:	Treasurer

Signature Page to Registration Rights Agreement

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

BARCLAYS CAPITAL INC.

BANC OF AMERICA SECURITIES LLC

CREDIT SUISSE SECURITIES (USA) LLC

UBS SECURITIES LLC

RBC CAPITAL MARKETS CORPORATION

SANTANDER INVESTMENT SECURITIES INC.


By:		Barclays Capital Inc.

By:		/s/ JEAN-FRANCOIS ASTIER
		Name: Jean-Francois Astier
		Title: Managing Director

For itself, the other Representatives and the other several Initial
Purchasers.

Signature Page to Registration Rights Agreement

SCHEDULE I

THE GUARANTORS

eSignal, Inc., a Delaware corporation

Exshare Financial Incorporated, a Delaware corporation

GTIS Corporation, a Delaware corporation

IDCO Nominees, Inc., a Delaware corporation

Infotec Holdings Corporation, a Delaware corporation

Interactive Data Managed Solutions, LLC, a Delaware limited liability company

Interactive Data Pricing and Reference Data, Inc., a Delaware corporation

Interactive Data Real-Time Group, Inc., a Delaware corporation

Interactive Data Real-Time Services, Inc., a New York corporation

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