<Page>
EXHIBIT 4.9
================================================================================
EXECUTION COPY
VON HOFFMANN CORPORATION
----------
1,000,000 SHARES
13.5% SENIOR EXCHANGEABLE PREFERRED STOCK DUE 2009
----------
----------
REGISTRATION RIGHTS AGREEMENT
DATED AS OF JUNE 13, 1997
----------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
================================================================================
<Page>
This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of June 13, 1997, by and between Von Hoffmann Corporation, a
Missouri corporation (the "COMPANY"), and Donaldson, Lufkin & Jenrette
Securities Corporation (the "INITIAL PURCHASER"), who has agreed to purchase
1,000,000 shares (the "SHARES") of the Company's 13.5% Senior Exchangeable
Preferred Stock due 2009 (the "PREFERRED STOCK") pursuant to the Purchase
Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated June 9,
1997 (the "PURCHASE AGREEMENT"), by and among the Initial Purchaser, the Company
and the Selling Stockholders named therein. In order to induce the Initial
Purchaser to purchase the Preferred Stock, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchaser set
forth in the Purchase Agreement.
The parties hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have
the following meanings:
ACT: The Securities Act of 1933, as amended.
BUSINESS DAY: Any day except a Saturday, Sunday or other day in the City
of New York, or in the city of the corporate trust office of the Trustee, on
which banks are authorized to close.
BROKER-DEALER: Any broker or dealer registered under the Exchange Act.
BROKER-DEALER TRANSFER RESTRICTED SECURITIES: Exchange Shares that are
acquired by a Broker-Dealer in the Exchange Offer in exchange for Shares that
such Broker-Dealer acquired for its own account as a result of market-making
activities or other trading activities (other than Shares acquired directly from
the Company or any of its affiliates).
CERTIFICATE OF DESIGNATIONS: The Amended and Restated Certificate of
Designations, Preferences and Rights of 13.5% Senior Exchangeable Preferred
Stock due 2009 of Von Hoffmann Corporation.
CLOSING DATE: The date hereof.
COMMISSION: The Securities and Exchange Commission.
CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Exchange
Shares to be issued in the Exchange Offer, (b) the maintenance of such
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the minimum period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar of
Exchange Shares having an aggregate Liquidation Value equal to the aggregate
Liquidation Value of, plus accumulated and unpaid dividends on, the Shares
tendered by Holders thereof pursuant to the Exchange Offer.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
<Page>
EXCHANGE DEBENTURES: As defined in Certificate of Designations.
EXCHANGE OFFER: The registration by the Company under the Act of the
Exchange Shares pursuant to the Exchange Offer Registration Statement pursuant
to which the Company shall offer the Holders of all outstanding Transfer
Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities for Exchange Shares having an aggregate Liquidation Value
equal to the aggregate Liquidation Value of, plus accumulated and unpaid
dividends on, the Transfer Restricted Securities tendered in such exchange offer
by such Holders.
EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer (which may be the Notes Exchange Offer
Registration Statement), including the related Prospectus.
EXCHANGE SHARES: The Company's Series B 13.5% Senior Exchangeable
Preferred Stock due 2009 to be issued pursuant to a Certificate of Designations,
Preferences and Rights of Series B 13.5% Senior Exchangeable Preferred Stock due
2009 (i) in the Exchange Offer or (ii) upon the request of any Holder of Shares
covered by a Shelf Registration Statement, in exchange for such Shares.
EXEMPT RESALES: The transactions in which the Initial Purchaser proposes
to sell the Preferred Stock to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and to certain institutional
"accredited investors," as such term is defined in Rule 501(a)(l), (2), (3), or
(7) of Regulation D under the Act.
HOLDERS: As defined in Section 2 hereof.
INDEMNIFIED HOLDER: As defined in Section 7{a) hereof.
LIQUIDATION VALUE: As defined in the Certificate of Designations.
NASD: National Association of Securities Dealers, Inc.
NOTES REGISTRATION RIGHTS AGREEMENT: The Registration Rights Agreement,
dated as of May 22, 1997, by and among VHP, the Company, Mid-Missouri Graphics,
Inc., a Missouri corporation. One Thousand Realty & Investment Company, a
Missouri corporation, and the Initial Purchaser, relating to the 10 3/8% Senior
Subordinated Notes due 2007 of VHP.
NOTES EXCHANGE OFFER REGISTRATION STATEMENT: The "Exchange Offer
Registration Statement," as such term is defined in the Notes Registration
Rights Agreement.
NOTES SHELF REGISTRATION STATEMENT: A "Shelf Registration Statement,"
as such term is defined in the Notes Registration Rights Agreement.
PERSON: Any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.
PREFERRED SHARES: The Shares and the Exchange Shares.
2
<Page>
PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.
REGISTRAR: The registrar for the Preferred Stock.
REGISTRATION STATEMENT: Any registration statement of the Company
relating to (a) an offering of Exchange Shares pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) which is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.
RESTRICTED BROKER-DEALER: Any Broker-Dealer which holds Broker-Dealer
Transfer Restricted Securities.
SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.
TRANSFER RESTRICTED SECURITIES: Each Share until the earliest to occur
of (a) the date on which such Share is exchanged in the Exchange Offer and
entitled to be resold to the public by the Holder thereof without complying with
the prospectus delivery requirements of the Act, (b) the date on which such
Share has been disposed of in accordance with a Shelf Registration Statement,
(c) the date on which such Share is disposed of by a Broker-Dealer pursuant to
the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including delivery of the Prospectus contained therein) or (d) the
date on which such Share is distributed to the public pursuant to Rule 144 under
the Act. In the event that the Exchange Debentures have been issued in exchange
for Shares pursuant to the Certificate of Designations, then this Agreement
shall be deemed to be amended to relate to the Exchange Debentures and otherwise
to the extent necessary to preserve the intent of the parties hereto and the
spirit of this Agreement, and Transfer Restricted Securities shall mean each
Exchange Debenture until the earliest to occur of (a) the date on which such
Exchange Debenture is exchanged in the Exchange Offer and entitled to be resold
to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Act, (b) the date on which such Exchange Debenture
has been disposed of in accordance with a Shelf Registration Statement, (c) the
date on which such Exchange Debenture is disposed of by a Broker-Dealer pursuant
to the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including delivery of the Prospectus contained therein) or (d) the
date on which such Exchange Debenture is distributed to the public pursuant to
Rule 144 under the Act
UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.
3
<Page>
VHP: Von Hoffmann Press, Inc., a Missouri corporation.
VHP NOTES: The 10 3/8% Senior Subordinated Notes due 2007 of VHP.
2. HOLDERS
A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.
3. REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer shall not be permitted by applicable
federal law or Commission policy (after the procedures set forth in Section
5(a)(i) below have been complied with), in the event, but only in the event,
that VHP files the Notes Exchange Offer Registration Statement with respect to
an offer to exchange the VHP Notes for new notes of VHP registered under the Act
pursuant to the Notes Registration Rights Agreement, the Company shall (i) cause
the Preferred Stock to be included in such Notes Registration Statement, or
cause a separate Exchange Offer Registration Statement to be filed with the
Commission, (ii) use their reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but in
no event later than 75 days after such filing, (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause such Exchange Offer
Registration Statement to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Shares to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Shares to be offered in exchange for the Shares
that are Transfer Restricted Securities and to permit sales of Broker-Dealer
Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by
Section 3(c) hereof.
(b) The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall
keep the Exchange Offer open, for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be less
than 20 Business Days. The Company shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. The Company shall use its
reasonable best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 30 Business Days thereafter.
(c) (i) The staff of the Commission has taken the position that
any Broker-Dealer that receives Exchange Shares for its own account in the
Exchange Offer in exchange for Shares that were acquired by such Broker-Dealer
as a result of market-making or other trading activities (a "Participating
Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the
Act and must deliver a prospectus meeting the requirements of the Act in
connection with any resale of such Exchange Shares.
4
<Page>
The Company understands that it is the Commissions' position
that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange Shares,
without naming the Participating Broker-Dealers or specifying the amount of
Exchange Shares owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the Act in
connection with resales of Exchange Shares for their own accounts, so long as
the Prospectus otherwise meets the requirements of the Act.
(ii) In light of Section 3(c)(i) hereof, notwithstanding the
other provisions of this Agreement, the Company agrees that the provisions of
Section 4 hereof as they relate to a Shelf Registration shall also apply to an
Exchange Offer Registration to the extent reasonably requested by the Initial
Purchaser or one or more Participating Broker-Dealers, as provided in clause
(ii) below, in order to expedite or facilitate the disposition of any Exchange
Shares by Participating Broker-Dealers consistent with the positions of the
Commission recited in Section 3(c)(i) hereof; PROVIDED that:
(A) the Company shall not be required to amend or
supplement the Prospectus contained in the Exchange Offer Registration
Statement, as would otherwise be contemplated by Section 4 hereof, for a
period exceeding 180 days after the Date of exchange (as such period may
be extended due to the suspension of the disposition of Preferred Shares
as contemplated in Section 3 or 4 hereof (during which suspension
Participating Broker-Dealers shall not be authorized by the Company to
resell and shall not resell Preferred Shares pursuant to the
Registration Statement) resulting from the determination in good faith
of the Board of Directors of the Company that there is a valid purpose
for such suspension and Participating Broker-Dealers shall not be
authorized by the Company to deliver and shall not deliver such
Prospectus after such period in connection with the resales contemplated
by this Section 3(c)); and
(B) the application of the Shelf Registration
procedures set forth in Section 4 hereof to an Exchange Offer
Registration, to the extent not required by the positions of the
Commission or the Act and the rules and regulations thereunder, will be
in conformity with the reasonable request to the Company by the Initial
Purchaser at the request of a Participating Broker-Dealer or with the
reasonable request in writing to the Company by one or more Broker-
Dealers who certify to the Initial Purchaser and the Company in writing
that they anticipate that they will be Participating Broker-Dealers;
PROVIDED, HOWEVER, that if no Broker-Dealer who provides such notice
becomes a Participating Broker-Dealer, then the obligations of the
Company pursuant to this Section 3(c)(ii) shall cease; and PROVIDED
FURTHER that, in connection with such application of the Shelf
Registration procedures set forth in Section 4 hereof to an Exchange
Offer Registration, the Company shall be obligated (x) to deal only with
one entity representing the Participating Broker-Dealers, which shall be
the Initial Purchaser unless it elects not to act as such representative
and (y) to cause to be delivered only one, if any, "cold comfort" letter
with respect to the Prospectus in the form existing on the Date of
exchange and with respect to each post-effective amendment to the
Registration Statement required to be filed pursuant to Item
5l2(a)(l)(ii) of Regulation S-K, if any, effected during the period
specified in clause (A) above; PROVIDED, HOWEVER, that any Participating
Broker-Dealer that desires to be an addressee of such "cold comfort"
letter must provide at its expense an opinion of counsel that it is an
"underwriter" entitled to the statutory due diligence defense under
Section 11 of the Act or provide such letters of representation to the
accountants requested to prepare such "cold comfort" letter as are
acceptable in form and substance to such accountants.
5
<Page>
(iii) In addition to the foregoing, if the Company is required
to comply with the provisions of Section 3(c)(ii) hereof, the Company shall
include a "Plan of Distribution" section in the Prospectus contained in the
Exchange Offer Registration Statement and indicate therein that any
Participating Broker-Dealer who holds Shares that were acquired for the account
of such Broker-Dealer as a result of market-making activities or other trading
activities, may exchange such Shares (other than Shares acquired directly from
the Company or any affiliate thereof) pursuant to the Exchange Offer. Such "Plan
of Distribution" section shall also contain all other information with respect
to such sales of Broker-Dealer Exchange Shares by Participating Broker-Dealers
that the Commission may require in order to permit such sales pursuant thereto,
but such "Plan of Distribution" shall not name any such Participating
Broker-Dealer or disclose the amount of Exchange Shares held by any such
Participating Broker-Dealer, except to the extent required by the Commission as
a result of a change in policy after the date of this Agreement.
(iv) The Initial Purchaser shall have no liability to the
Company or any Holder with respect to any request that it may make pursuant to
Section 3(c)(ii) hereof.
4. SHELF REGISTRATION
(a) SHELF REGISTRATION. If (i) the Company is not required to file
an Exchange Offer Registration Statement with respect to the Exchange Shares
solely because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 5(a)(i) hereof have
been complied with) or (ii) if any Holder of Transfer Restricted Securities
shall notify the Company within 20 Business Days following the Consummation of
the Exchange Offer that (A) such Holder is prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Exchange Shares acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) such Holder is a Broker-Dealer and holds Shares acquired
directly from the Company or one of its affiliates, then the Company shall (x)
cause to be filed on or prior to the earliest of (1) 30 days after the date on
which the Company is notified by the Commission or otherwise determines that it
is not required to file the Exchange Offer Registration Statement pursuant to
clause (i) above and (2) 30 days after the date on which the Company receives
the notice specified in clause (ii) above, a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement and/or which may be the Notes Shelf Registration
Statement (in either event, the "SHELF REGISTRATION STATEMENT")) relating to all
Transfer Restricted Securities the Holders of which shall have provided the
information required pursuant to Section 4(b) hereof, and (y) use their
reasonable best efforts to cause such Shelf Registration Statement to become
effective at the earliest possible time, but in no event later than 75 days
after the date on which the Company files such Shelf Registration Statement. If,
after the Company has filed an Exchange Offer Registration Statement which
satisfies the requirements of Section 3(a) hereof, the Company is required to
file and make effective a Shelf Registration Statement solely because the
Exchange Offer shall not be permitted under applicable federal law or Commission
policy, then the filing of the Exchange Offer Registration Statement shall be
deemed to satisfy the requirements of clause (x) above. Such an event shall have
no effect on the requirements of clause (y) above. The Company shall use its
reasonable best efforts to keep the Shelf Registration Statement discussed in
this Section 4(a) continuously effective, supplemented and amended as required
by and subject to the provisions of Sections 5(b) and (c) hereof to the extent
necessary to ensure that it is available for sales of Transfer Restricted
Securities by the Holders thereof entitled to the benefit of this Section 4(a),
and to ensure that it conforms with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as
6
<Page>
announced from time to time, for a period ending on the second anniversary of
the Closing Date or such shorter period ending when all of the Transfer
Restricted Securities available for sale thereunder have been sold pursuant
thereto.
(b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH
THE SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, such
information specified in Item 507 of Regulation S-K under the Act for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.
5. REGISTRATION PROCEDURES
(a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the
Exchange Offer, the Company shall comply with all applicable provisions of
Section 5(c) hereof, shall use its reasonable best efforts to effect such
exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution
thereof (which shall be in a manner consistent with the terms of this
Agreement), and shall comply with all of the following provisions:
(i) If, following the date hereof and prior to Consummation
of the Exchange Offer, there has been published a change in Commission
policy with respect to exchange offers such as the Exchange Offer, such
that in the reasonable judgment of counsel to the Company there is a
substantial question as to whether the Exchange Offer is permitted by
applicable federal law or Commission policy, the Company hereby agrees
to seek a no-action letter or other favorable decision from the
Commission allowing the Company to Consummate an Exchange Offer for the
Shares. The Company hereby agrees to pursue the issuance of such a
decision to the Commission staff level but shall not be required to take
commercially unreasonable action to effect a change of Commission
policy. In connection with the foregoing, the Company hereby agrees,
however, but subject to the proviso set forth above, to take all such
other actions as are reasonably requested by the Commission or otherwise
required in connection with the issuance of such decision, including
without limitation (A) participating in telephonic conferences with the
Commission, (B) delivering to the Commission staff an analysis prepared
by counsel to the Company setting forth the legal bases, if any, upon
which such counsel has concluded that such an Exchange Offer should be
permitted and (C) diligently pursuing a resolution (which need not be
favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange
Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Company,
prior to the Consummation of the Exchange Offer, a written
representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement)
to the effect that (A) it is not an affiliate of the Company, (B) it is
not engaged in, and does not intend to engage in, and has no arrangement
or understanding with any person to participate in, a distribution of
the Exchange Shares to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Shares in its ordinary course of business.
7
<Page>
In addition, all such Holders of Transfer Restricted Securities shall
otherwise reasonably cooperate in the Company's preparations for the
Exchange Offer. Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission enunciated
in MORGAN STANLEY AND CO., INC. (available June 5, 1991) and EXXON
CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in
the Commission's letter to Shearman & Sterling dated July 2, 1993, and
similar no-action letters (including, if applicable, any no-action
letter obtained pursuant to clause (i) above), and (2) must comply with
the registration and prospectus delivery requirements of the Act in
connection with a secondary resale transaction and that such a secondary
resale transaction must be covered by an effective registration
statement containing the selling security holder information required by
Item 507 or 508, as applicable, of Regulation S-K if the resales are of
Exchange Shares obtained by such Holder in exchange for Preferred Stock
acquired by such Holder directly from the Company or an affiliate
thereof.
(iii) To the extent required by the Commission, prior to
effectiveness of the Exchange Offer Registration Statement, the Company
shall provide a supplemental letter to the Commission (A) stating that
the Company is registering the Exchange Offer in reliance on the
position of the Commission enunciated in EXXON CAPITAL HOLDINGS
CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
(available June 5, 1991) and, if applicable, any no-action letter
obtained pursuant to clause (i) above, and (B) including a
representation that the Company has not entered into any arrangement or
understanding with any Person to distribute the Exchange Shares to be
received in the Exchange Offer and that, to the best of the Company's
information and belief, each Holder participating in the Exchange Offer
is acquiring the Exchange Shares in its ordinary course of business and
has no arrangement or understanding with any Person to participate in
the distribution of the Exchange Shares received in the Exchange Offer.
(b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company shall comply with all of the provisions of
Section 5(c) hereof and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company will prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof.
(c) GENERAL PROVISIONS. In connection with any Registration
Statement and any related Prospectus required by this Agreement to permit the
sale or resale of Transfer Restricted Securities (including, without limitation,
any Exchange Offer Registration Statement and the related Prospectus, to the
extent that the same are required to be available to permit sales of
Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers), the
Company shall;
(i) use its reasonable best efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 hereof,
as applicable. Upon the occurrence of any event that would cause any
such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission
8
<Page>
or (B) not to be effective and usable for resale of Transfer Restricted
Securities during the period required by this Agreement, the Company
shall file promptly an appropriate amendment to such Registration
Statement, (1) in the case of clause (A), correcting any such
misstatement or omission, and (2) in the case of either clause (A) or
(B), use its reasonable best efforts to cause such amendment to be
declared effective and such Registration Statement and the related
Prospectus to become usable for their intended purpose(s) as soon as
practicable thereafter;
(ii) prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be
necessary to keep the Registration Statement effective for the
applicable period set forth in Section 3 or 4 hereof, or such shorter
period as will terminate when all Transfer Restricted Securities covered
by such Registration Statement have been sold; cause the Prospectus to
be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act, and to
comply fully with the applicable provisions of Rules 424, 430A and 462
as applicable, under the Act in a timely manner; and comply with the
provisions of the Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the
selling Holders thereof set forth in such Registration Statement or
supplement to the Prospectus;
(iii) advise the underwriter(s), if any, and selling Holders
promptly and, if requested by such Persons, confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the
same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto, (C) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Act or of the
suspension by any state securities commission of the qualification of
the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of
any event that makes any statement of a material fact made in the
Registration Statement, the Prospectus, any amendment or supplement
thereto or any document incorporated by reference therein untrue, or
that requires the making of any additions to or changes in the
Registration Statement in order to make the statements therein, in the
light of the circumstances under which they are made, not misleading, or
that requires the making of any additions to or changes in the
Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If at any time
the Commission shall issue any stop order suspending the effectiveness
of the Registration Statement, or any state securities commission or
other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company shall
use its reasonable best efforts to obtain the withdrawal or lifting of
such order at the earliest possible time;
(iv) furnish to the Initial Purchaser, each selling Holder
under any Registration Statement or Prospectus and each of the
underwriter(s) in connection with such sale, if any, before filing with
the Commission, copies of any Registration Statement or any Prospectus
included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review of such
Holders and
9
<Page>
underwriter(s) in connection with such sale, if any, for a period of at
least five Business Days, and the Company will not file any such
Registration Statement or Prospectus or any amendment or supplement to
any such Registration Statement or Prospectus (including all such
documents incorporated by reference) if the selling Holders of the
Transfer Restricted Securities covered by such Registration Statement or
the underwriter(s) in connection with such sale shall provide notice to
the Company within five Business Days after the receipt thereof to the
effect that (A) such Registration Statement, amendment, Prospectus or
supplement, as applicable, as proposed to be filed, contains a material
misstatement or omission or fails to comply with the applicable
requirements of the Act or (B) that any of the information furnished to
the Company by such selling Holder or underwriter, if any, and included
in such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed is incorrect in any material
respect;
(v) at reasonable times requested by the selling Holders
and/or the underwriters upon reasonable notice, prior to the filing of
any document that is to be incorporated by reference into a Registration
Statement or Prospectus, provide copies of such document to the selling
Holders and to the underwriter(s) in connection with such sale, if any,
make the Company's representatives available for discussion of such
document and other customary due diligence matters, and include such
information in such document prior to the filing thereof as such selling
Holders or underwriter(s), if any, reasonably may request;
(vi) make available at reasonable times for inspection by the
selling Holders, any managing underwriter participating in any
disposition pursuant to such Registration Statement and any attorney or
accountant retained by such selling Holders or any of such
underwriter(s), all financial and other records, pertinent corporate
documents and properties of the Company and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in
connection with such Registration Statement or any post-effective
amendment thereto subsequent to the filing thereof and prior to its
effectiveness;
(vii) if requested by any selling Holders or the
underwriter(s) in connection with such sale, if any, promptly include in
any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling
Holders and underwriter(s), if any, may reasonably request to have
included therein, including, without limitation, information relating to
the "Plan of Distribution" of the Transfer Restricted Securities,
information with respect to the Liquidation Value of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being
paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as
soon as practicable after the Company is notified of the matters to be
included in such Prospectus supplement or post-effective amendment;
(viii) furnish to each selling Holder and each of the
underwriter(s) in connection with such sale, if any, without charge, at
least one copy of the Registration Statement, as first filed with the
Commission, and of each amendment thereto, including all documents
incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);
10
<Page>
(ix) deliver to each selling Holder and each of the
underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement
thereto as such Persons reasonably may request; the Company hereby
consents to the use (in accordance with law) of the Prospectus and any
amendment or supplement thereto by each of the selling Holders and each
of the underwriter(s), if any, in connection with the offering and the
sale of the Transfer Restricted Securities covered by the Prospectus or
any amendment or supplement thereto;
(x) enter into such agreements (including an underwriting
agreement) and make such representations and warranties and take all
such other actions in connection therewith in order to expedite or
facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement as
may be reasonably requested by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant
to any Registration Statement contemplated by this Agreement, and in
such connection, the Company shall:
(A) furnish to each selling Holder and each
underwriter, if any, upon the effectiveness of the Shelf
Registration Statement and to each Restricted Broker-Dealer upon
Consummation of the Exchange Offer:
(1) a certificate, dated the date of
Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as
the case may be, signed on behalf of the Company by (x)
the President or any Vice President and (y) a principal
financial or accounting officer of the Company
confirming, as of the date thereof, the matters set
forth in paragraphs (a) through (c) of Section 11 of the
Purchase Agreement and such other similar matters as the
Holders, underwriter(s) and/or Restricted Broker Dealers
may reasonably request;
(2) an opinion, dated the date of
Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as
the case may be, of counsel for the Company, covering
matters customarily covered in opinions requested in
Underwritten Offerings and dated the date of
effectiveness of the Shelf Registration Statement or the
date of Consummation of the Exchange Offer, as the case
may be; and
(3) customary comfort letters, dated as of
the date of effectiveness of the Shelf Registration
Statement or the date of Consummation of the Exchange
Offer, as the case may be, from the Company's
independent accountants, in the customary form and
covering matters of the type customarily covered in
comfort letters to underwriters in connection with
Underwritten Offerings, and affirming the matters set
forth in the comfort letters delivered pursuant to
Section 1l(i) of the Purchase Agreement, without
exception;
(B) set forth in full or incorporated by reference
in the underwriting agreement, if any, in connection with any
sale or resale pursuant to any Shelf Registration Statement the
indemnification provisions and procedures of Section 7 hereof
with respect to all parties to be indemnified pursuant to said
Section; and
11
<Page>
(C) deliver such other documents and certificates as
may be reasonably requested by the selling Holders, the
underwriter(s), if any, and Restricted Broker Dealers, if any,
to evidence compliance with clause (A) above and with any
customary conditions contained in the underwriting agreement or
other agreement entered into by the Company pursuant to this
clause(x).
The above shall be done at each closing under such underwriting
or similar agreement, as and to the extent required thereunder, and if
at any time the representations and warranties of the Company
contemplated in (A)(1) above cease to be true and correct, the Company
shall so advise the underwriter(s), selling Holders and each Restricted
Broker Dealer, if any, promptly and if requested by such Persons, shall
confirm such advice in writing;
(xi) prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders, the underwriter(s), if
any, and their respective counsel in connection with the registration
and qualification of the Transfer Restricted Securities under the
securities or Blue Sky laws of such jurisdictions as the selling Holders
or underwriter(s), if any, may reasonably request and do any and all
other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities
covered by the applicable Registration Statement; PROVIDED, HOWEVER,
that the Company shall not be required to register or qualify as a
foreign corporation where it is not now so qualified or to take any
action that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not now so
subject;
(xii) issue, upon the request of any Holder of Shares covered
by any Shelf Registration Statement contemplated by this Agreement,
Exchange Shares having an aggregate Liquidation Value equal to the
aggregate Liquidation Value of, plus accumulated and unpaid dividends
on, Shares surrendered to the Company by such Holder in exchange
therefor or being sold by such Holder; such Exchange Shares to be
registered in the name of such Holder or in the name of the purchaser(s)
of such Preferred Shares, as the case may be; in return, the Shares held
by such Holder shall be surrendered to the Company for cancellation;
(xiii) in connection with any sale of Transfer Restricted
Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the selling Holders and the
underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to
be sold and not bearing any restrictive legends; and to enable such
Transfer Restricted Securities to be in such denominations and such
names as the Holders or the underwriter(s), if any, may request at least
two Business Days prior to such sale of Transfer Restricted Securities;
(xiv) use its reasonable best efforts to cause the disposition
of the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the
disposition of such Transfer Restricted Securities, subject to the
proviso contained in clause (xi) above;
(xv) subject to Section 5(c)(i) hereof, if any fact or event
contemplated by Section 5(c)(iii)(D) hereof shall exist or have
occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document
incorporated therein by
12
<Page>
reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the
Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(xvi) provide a CUSIP number for all Transfer Restricted
Securities not later than the effective date of a Registration
Statement covering such Transfer Restricted Securities and provide the
Registrar with printed certificates for the Transfer Restricted
Securities which are in a form eligible for deposit with the
Depository Trust Company;
(xvii) cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence
investigation by any underwriter (including any "qualified independent
underwriter") that is required to be retained in accordance with the
rules and regulations of the NASD, and use its reasonable best efforts
to cause such Registration Statement to become effective and approved
by such governmental agencies or authorities as may be necessary to
enable the Holders selling Transfer Restricted Securities to
consummate the disposition of such Transfer Restricted Securities;
(xviii) otherwise use its reasonable best efforts to comply with
all applicable rules and regulations of the Commission, and make
generally available to its security holders with regard to any
applicable Registration Statement, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is
defined in paragraph (c) of Rule 158 under the Act); and
(xix) provide promptly to each Holder upon request each
document filed with the Commission pursuant to the requirements of
Section 13 or Section 15(d) of the Exchange Act.
(d) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of notice of an event referred
to in Section 5(c)(i) hereof or any notice from the Company of the existence of
any fact of the kind described in Section 5(c)(iii)(D) hereof, such Holder will
immediately discontinue disposition of Transfer Restricted Securities pursuant
to the applicable Registration Statement until such Holder's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section
5(c)(xv) hereof, or until it is advised in writing by the Company that the use
of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (the
"Advice"). If so directed by the Company, each Holder will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in such Holder's possession, of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of either such
notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
Section 5(c)(i) or Section 5(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received
the copies of the supplemented or amended Prospectus contemplated by Section
5(c)(xv) hereof or shall have received the Advice.
13
<Page>
6. REGISTRATION EXPENSES
(a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses (including filings
made by any Initial Purchaser or Holder with the NASD (and, if applicable, the
fees and expenses of any "qualified independent underwriter" and its counsel
that may be required by the rules and regulations of the NASD)); (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange Shares to be issued in the Exchange Offer and printing of
Prospectuses); (iv) all fees and disbursements of counsel for the Company and,
in accordance with Section 6(b) hereof, the Holders of Transfer Restricted
Securities; (v) all messenger and delivery services and telephone expenses of
the Company; (vi) all application and filing fees in connection with listing the
Preferred Shares on a national securities exchange or automated quotation system
pursuant to the requirements hereof; (vii) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance); and (viii) all fees and expenses of the Registrar and any exchange
agent, as well as the reasonable fees and expenses of their respective counsel.
The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.
(b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchaser and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or registered pursuant to
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be chosen by the Holders
of a majority in Liquidation Value of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared; PROVIDED HOWEVER,
that such fees and disbursements shall in no event exceed $10,000.
7. INDEMNIFICATION
(a) The Company agrees to indemnify and hold harmless (i) the
Initial Purchaser, (ii) each Holder, (iii) each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Initial Purchaser or Holder (any of the persons referred to in this clause
(iii) being hereinafter referred to as a "Controlling Person") and (iv) the
respective officers, directors, partners, employees and agents of the Initial
Purchaser or any Holder or any Controlling Person (any person referred to in
clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an
"INDEMNIFIED HOLDER"), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses
(including without limitation, and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened) caused by, based upon or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto), or any omission or alleged omission to state therein a material fact
required to be stated therein
14
<Page>
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as such losses,
claims, damages, liabilities, judgments, actions or expenses are caused by any
such untrue statement or alleged untrue statement or omission or alleged
omission that is made in reliance upon and in conformity with information
relating to the Initial Purchaser or any of the Holders furnished in writing to
the Company by the Initial Purchaser or any of the Holders expressly for use
therein; PROVIDED HOWEVER, that the indemnification contained in this paragraph
(a) with respect to any preliminary prospectus shall not inure to the benefit of
any Holder (or to the benefit of any person controlling any Holder) on account
of any such loss, claim, damage, liability, judgment, action or expense arising
from the sale of Preferred Stock by such Holder to any person if a copy of the
Prospectus, as it may be amended or supplemented, shall not have been delivered
or sent to such person, at or prior to the written confirmation of such sale,
and the untrue statement or alleged untrue statement or omission or alleged
omission of a material fact contained in any preliminary prospectus was
corrected in the Prospectus, as it may have been amended or supplemented.
In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
of the Indemnified Holders with respect to which indemnity may be sought against
the Company, the Indemnified Holder shall promptly notify the Company in writing
(PROVIDED, that the failure to give such notice shall not relieve the Company of
its obligations pursuant to this Agreement, unless it shall have been determined
by a court of competent jurisdiction that such failure shall have materially
adversely affected the Company) and the Company shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such
Indemnified Holder and payment of all fees and expenses. Such Indemnified Holder
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the reasonable fees and expenses of such
counsel shall be at the expense of such Indemnified Holder unless (i) the
employment of such counsel has been specifically authorized in writing by the
Company, (ii) the Company has failed to assume the defense and employ counsel or
(iii) the named parties to any such action (including any impleaded parties)
include both such Indemnified Holder and the Company, and such Indemnified
Holder has been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the Company (in which case the Company shall not have the right to
assume the defense of such action on behalf of such Indemnified Holder, it being
understood, however, that the Company shall not, in connection with any one such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all such Indemnified Holders, which firm
shall be designated in writing by the Indemnified Holders, and that all such
fees and expenses shall be reimbursed as they are incurred). The Company shall
not be liable for any settlement of any such action effected without prior
written consent of the Company, but if settled with the Company's written
consent (which consent will not be unreasonably withheld), the Company agrees to
indemnify and hold harmless each Indemnified Holder from and against any loss,
claim, damage, liability, judgment, action or expense by reason of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.
(b) Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company, each
Controlling Person, if any, who controls (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act) the Company, and the officers,
15
<Page>
directors, partners, employees and agents of each such person (the "Company
Indemnified Parties"), to the same extent as the foregoing indemnity from the
Company to each of the Indemnified Holders, but only with respect to claims and
actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement. In case any action
shall be brought against any Company Indemnified Party in respect of which
indemnity may be sought against a Holder of Transfer Restricted Securities, such
Holder shall have the rights and duties given the Company, and the Company
Indemnified Parties shall have the rights and duties given to each Holder by the
preceding paragraph. In no event shall any Holder be liable or responsible for
any amount in excess of the amount by which the total received by such Holder
with respect to its sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.
(c) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) or Section 7(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities,
judgments, actions or expenses in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party (or parties, as
applicable), on the one hand, and the indemnified party (or parties, as
applicable), on the other hand, from the initial placement and the sale of
Transfer Restricted Securities pursuant to the applicable Registration
Statement, or if such allocation is not permitted by applicable law, the
relative benefits received and fault of such indemnifying party, on the one
hand, and of such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company shall be deemed to be equal to the
total proceeds from the initial issuance (before deducting expenses) of the
Preferred Shares. The relative benefits of the Initial Purchaser shall be deemed
to be equal to the total purchase discounts and commissions as set forth in the
Purchase Agreement and benefits received by any other Indemnified Holders shall
be deemed to be equal to the total proceeds received by such Holder upon its
sale of Preferred Stock. The relative fault of such indemnifying party, on the
one hand, and of such indemnified party, on the other hand, 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 such indemnifying party on the
one hand or by such indemnified party, on the other hand and the parties,
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The Company, the Initial Purchaser and each Holder of Transfer
Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 7(c) were determined by PRO RATA
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities, judgments, actions or expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 7, neither the
Initial Purchaser nor its related Indemnified Holders shall be required to
contribute, in the aggregate, any amount in excess of the amount equal to (A)
the amount of the total purchase discounts and commissions
16
<Page>
applicable to such Transfer Restricted Securities LESS (B) any amount paid or
contributed by the Initial Purchaser under the Purchase Agreement; nor shall any
Holder or its related Indemnified Holders be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of its Transfer Restricted Securities
pursuant to a Registration Statement exceeds the sum of (A) the amount paid by
such Holder for such Transfer Restricted Securities PLUS (B) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. 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. The obligations of the Initial Purchaser and
the Holders to contribute pursuant to this Section 7(c) are several in
proportion to the respective Liquidation Value of Preferred Stock held by each
of the Holders hereunder and not joint.
The indemnity and contribution agreements of the Company and the Initial
Purchaser contained in this Section 7 are in addition to any liability or
obligation which the Company and the Initial Purchaser may otherwise have to the
Indemnified Holders and the Company Indemnified Parties, respectively, referred
to above.
8. RULE 144A
The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder of Transfer Restricted Securities, to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.
9. UNDERWRITTEN REGISTRATIONS
No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in customary underwriting arrangements entered
into in connection therewith and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such
underwriting arrangements.
10 SELECTION OF UNDERWRITERS
For any Underwritten Offering of Preferred Shares, the investment banker
or investment bankers and manager or managers that will administer such offering
will be selected by the Company; PROVIDED that such investment banker or
investment bankers and manager or managers that will administer the offering
must be reasonably satisfactory to the Holders of a majority in aggregate
Liquidation Value of the Transfer Restricted Securities included in such
offering. Such investment bankers and managers are referred to herein as the
"underwriters".
11. MISCELLANEOUS
(a) NO INCONSISTENT AGREEMENTS. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights
17
<Page>
granted to the Holders 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 Company's securities under any agreement in effect on the date hereof.
(b) ADJUSTMENTS AFFECTING THE PREFERRED SHARES. The Company will not
take any action, or voluntarily permit any change to occur, with respect to the
Preferred Shares that would materially and adversely affect the ability of the
Holders to Consummate any Exchange Offer.
(c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding Liquidation Value of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding Liquidation Value
of Transfer Restricted Securities subject to such Exchange Offer.
(d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or
courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records
of the Registrar;
With a copy to;
Latham & Watkins
885 Third Avenue
New York, New York 10022
Telecopier No.: (212) 751-4864
Attention: Ian B. Blumenstein
(ii) if to the Company:
Von Hoffmann Corporation
1000 Camera Avenue
St. Louis, Missouri 63126
Telecopier No.: (314) 966-0983
Attention: Robert A. Uhlenhop
With copies to:
DLJ Merchant Banking Partners II, L.P.
277 Park Avenue
New York, New York 10172
Telecopier No.: (212) 892-7272
Attention: Thompson Dean
18
<Page>
and
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Telecopier No.: (212) 310-8007
Attention: Stephen M. Besen
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to a courier guaranteeing overnight delivery.
(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, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; PROVIDED,
HOWEVER, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities directly from such Holder at a
time when such Holder could not transfer such Transfer Restricted Securities
pursuant to a Shelf Registration Statement. Each Holder of Transfer Restricted
Securities agrees to be bound by and comply with the terms and provisions of
this Agreement.
(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 INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.
(i) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(j) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings among the parties with respect to such subject matter.
[SIGNATURE PAGE FOLLOWS]
19
<Page>
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
VON HOFFMANN CORPORATION
By: /s/ Elan Schultz
--------------------------------------------
Name: Elan Schultz
Title: Vice President
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Ivy Dodes
--------------------------------------------
Name: Ivy Dodes
Title: Vice President