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Registration Rights Agreement Dated June 30, 2009

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Exhibit 10.4


REGISTRATION RIGHTS AGREEMENT

By and between

FIFTH THIRD BANK,

ADVENT-KONG BLOCKER CORP.,

JPDN ENTERPRISES, LLC,

FTPS PARTNERS, LLC

and

FTPS HOLDING, LLC


Dated as of June 30, 2009


TABLE OF CONTENTS

Page

Section 1. Certain Definitions . 1

Section 2. IPO Registration . 6

Section 3. Demand Registrations . 7

Section 4. Piggyback Registrations . 9

Section 5. Shelf Takedowns . 10

Section 6. Suspension Events; Black-out Periods . 11

Section 7. Lock-Up . 12

Section 8. Holdback Agreements . 12

Section 9. Registration Procedures . 12

Section 10. Registration Expenses . 17

Section 11. Registration Rights of Other Persons; Transfers of Rights . 17

Section 12. Indemnification . 18

Section 13. Participation in Underwritten Offerings . 20

Section 14. Securities Act Restrictions . 20

Section 15. Transfer of Interests in Event of IPO . 21

Section 16. Miscellaneous . 21


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REGISTRATION RIGHTS AGREEMENT, dated June 30, 2009, among (i) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (" Fifth Third" ), (ii) Advent-Kong Blocker Corp., a corporation organized under laws of the State of Delaware (" Advent" ), (iii) JPDN Enterprises, LLC, a Delaware limited liability company (" JPDN" ), (iv) FTPS Partners, LLC, a limited liability company organized under the laws of the State of Delaware (" FTPS Partners" ), and (v) FTPS Holding, LLC, a limited liability company organized under the laws of the State of Delaware (the " Company" ).

In consideration of the premises and the mutual representations, warranties, covenants and undertakings contained in this Agreement, and for other good and valuable consideration, the parties hereto agree as follows: Section 1. Certain Definitions . As used in this Agreement, the following terms have the meanings set forth below: " Advent" has the meaning set forth in the Preamble.

" Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term " control" (including the correlative meanings of the terms " controlled by" and " under common control with" ), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

" Agreement" means this Registration Rights Agreement, including all amendments, modifications and supplements in accordance with its terms, and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative. " Beneficially Owns" means, with respect to any Person, the direct or indirect " beneficial ownership" by such Person of securities, including securities beneficially owned by others with whom such Person has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 under the Exchange Act; provided that, notwithstanding Rule 13d-3(d)(1)(i), a Person shall be deemed to Beneficially Own the securities that such Person has a right to acquire through the exercise of an option, warrant, conversion or any other right, regardless of when such right is then exercisable; provided , further , that a Person shall not be deemed to Beneficially Own (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person' s Affiliates until such tendered securities are accepted for payment, purchase or exchange and (ii) any security as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (a) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act and (b) is not also then

reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report). " Chosen Courts" has the meaning set forth in Section 16(d). " Class A Holder" means Advent and any other Person to whom Class A Units are transferred in accordance with Section 11(c), in each case for so long as such Person Beneficially Owns any Class A Units.

" Class A Units" means (i) the Class A Units of the Company, as defined in the LLC Agreement, (ii) common stock or other equity securities for which the Class A Units have been converted or exchanged of a successor corporation or other entity into which the Company is converted or merged, (iii) the common stock or other equity securities of a corporation or other entity otherwise formed by the Company or the Holders for the purpose of offering securities to the public that are issued or issuable for the Class A Units or the rights to receive, or the securities that are convertible into, or exchangeable or exercisable for, the common stock or other equity securities of a corporation or other entity otherwise formed by the Company or the Members for the purpose of offering securities to the public that are issued or issuable for the Class A Units, (iv) the common stock or other equity securities of a Person that has control of the Company, a Subsidiary or other entity to which the assets of the Company and/or the Subsidiaries have been transferred, in each case, whose securities the Company has determined to offer to the public and that are issued or issuable for the Class A Units, or (v) the Units for which the Class A Units are exchangeable.

" Class B Holder" means Fifth Third, FTPS Partners and any other Person to whom Class B Units are transferred in accordance with Section 11(c), in each case for so long as such Person Beneficially Owns any Class B Units.

" Class B Units" means (i) the Class B Units of the Company, as defined in the LLC Agreement, (ii) common stock or other equity securities for which the Class B Units have been converted or exchanged of a successor corporation or other entity into which the Company is converted or merged, (iii) the common stock or other equity securities of a corporation or other entity otherwise formed by the Company or the Holders for the purpose of offering securities to the public that are issued or issuable for the Class B Units or the rights to receive, or the securities that are convertible into, or exchangeable or exercisable for, the common stock or other equity securities of a corporation or other entity otherwise formed by the Company or the Members for the purpose of offering securities to the public that are issued or issuable for the Class B Units, (iv) the common stock or other equity securities of a Person that has control of the Company, a Subsidiary or other entity to which the assets of the Company and/or the Subsidiaries have been transferred, in each case, whose securities the Company has determined to offer to the public and that are issued or issuable for the Class B Units, or (v) the Units for which the Class B Units are exchangeable.

" Class C Holder" means Fifth Third and any other Person to whom Class C Units are transferred in accordance with Section 11(c), in each case for so long as such Person Beneficially Owns any Class C Units.


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" Class C Units" means, as applicable, (a) prior to, and except in connection with, an IPO, the Class C Non-Voting Units of the Company, or (b) upon and after the consummation of an IPO or in connection with an IPO, in each case, in which the Class B Units are offered, the Class B Units. " Company" has the meaning set forth in the Preamble.

" Demand Request" has the meaning set forth in Section 3(a).

" Distribution" means a distribution made by the Company to a Holder pursuant to the LLC Agreement.

" JPDN" has the meaning set forth in the Preamble.

" Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time. " Fifth Third" has the meaning set forth in the Preamble.

" FTPS Partners" has the meaning set forth in the Preamble.

" Government Entity" means any federal, state, local or foreign government, governmental subdivision, administrative body or other governmental or quasi-governmental agency, tribunal, court or other entity with competent jurisdiction. " Holder" means any Class A Holder, Class B Holder, Class C Holder, any holder of all or any portion of the Warrant or any other Person that agrees in writing to be bound by this Agreement in the same capacity as the Person transferring Class A Units, Class B Units, Class C Units or all or any portion of the Warrant to such Person. " Holder' s Counsel" has the meaning set forth in Section 9(a)(i). " IPO" means the first Underwritten Offering of Units for cash pursuant to an effective Registration Statement under the Securities Act, registered on Form S-1 (or any successor form).

" IPO Corp." has the meaning set forth in Section 15. " IPO Demand Request" has the meaning set forth in Section 2(b) " IPO Notice" has the meaning set forth in Section 2(a). " LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of the Company, dated the date hereof, among Fifth Third, FTPS Partners, Advent and the Company, as the same may be amended from time to time in accordance with its terms.

" Lock-Up Period" has the meaning set forth in Section 7(a).


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" Member" has the meaning set forth in the LLC Agreement. " Participating Holder" means, with respect to any Registration Statement or any offering registered on a Registration Statement, any Holder all or a part of whose Registerable Securities are registered pursuant to such Registration Statement.

" Person" means an individual, a corporation, a partnership, an association, a limited liability company, a joint venture, a Government Entity, a trust or other entity or organization. " Prospectus" means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registerable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

" Qualified IPO" has the meaning set forth in Section 2(b).

" Quarterly Distributions" has the meaning set forth in the LLC Agreement.

" Registerable Securities" means, with respect to any Person, Units issued or issuable to such Person, together with any securities issued or issuable upon any stock split, stock dividend or other distribution or in connection with a combination of shares, recapitalization, merger, consolidation or similar event with respect to the foregoing, but excluding any and all securities that at any time after the date hereof (a) have been sold pursuant to an effective Registration Statement or Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act, (c) have been issued but are no longer outstanding or (d) have been transferred in violation of Section 11 or the LLC Agreement (or any combination of clauses (a), (b), (c) and (d) of this definition).

" Registration Expenses" has the meaning set forth in Section 10(a).

" Registration Statement" means any registration statement of the Company that covers any of the Registerable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all documents incorporated by reference in such registration statement.

" SEC" means the United States Securities and Exchange Commission or any successor agency administering the Securities Act.

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

" Shelf Registration" has the meaning set forth is Section 3(a).


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" Shelf Takedown" has the meaning set forth is Section 5(a). " Subsidiary" means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by the Company and/or any other Subsidiary or (ii) the Company and/or any other Subsidiary is entitled, directly or indirectly, to appoint a majority of the Board of Directors or comparable body of such Person.

" Suspension Event" has the meaning set forth in Section 6(a). " Uncontrolled Event" has the meaning set forth in Section 6(a). " Underwritten Offering" means a registered, public offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public.

" Units" means the Class A Units, the Class B Units and the Class C Units.

" Warrant" means the Warrant, dated the date hereof, between the Company and Fifth Third, as the same may be amended from time to time in accordance with its terms, and any new warrants issued for all or any part of such Warrant.

" Withdrawn Registration" has the meaning set forth in Section 3(b).

In addition to the above definitions, unless the express context otherwise requires:

(i) the words " hereof," " herein" and " hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (iii) the terms " Dollars" and " $" mean United States Dollars; (iv) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded. If the last day of such period is a non-business day, the period in question ends on the next succeeding business day. (v) references herein to a specific Article, Section, Subsection or Schedule shall refer, respectively, to Articles, Sections, Subsections or Schedules of this Agreement;

(vi) wherever the word " include," " includes" or " including" is used in this Agreement, it shall be deemed to be followed by the words " without limitation" ;


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(vii) references herein to any gender includes each other gender; and (viii) it is the intention of the parties hereto that this Agreement not be construed more strictly with regard to one Party than with regard to any other Party.

Section 2. IPO Registration. (a) Company IPO . The Company shall provide written notice (the " IPO Notice" ) to all Holders at least 10 days prior to filing any Registration Statement in connection with an IPO by the Company. Each Holder, upon providing written notice to the Company no later than seven days following receipt of the IPO Notice and subject to the limitations in this Section 2, shall have the right to include in such a Registration Statement as many Registerable Securities as such Holder requests to be included in such writing. The Company shall take all steps necessary to effect the registration of all Registerable Securities requested by all Holders in such Registration Statement, provided that the Company shall have the right to postpone or withdraw the filing of any such Registration Statement on account of a Suspension Event. (b) IPO Demand Request . On or after the third anniversary of the date of this Agreement, if the Company has not consummated an IPO, each of (i) the Holders holding a majority of the Class A Units and (ii) the Holders holding a majority of the Class B Units shall each have the right, upon written request (an " IPO Demand Request" ), to cause the Company, any successor corporation or other entity into which the Company is converted or any other entity that the Company determines to form in accordance with the terms of the LLC Agreement for the purpose of consummating an IPO to file a Registration Statement under the Securities Act with respect to all or a portion of such Holders' Registerable Securities, subject to the limitations of this Section 2, and to use its commercially reasonable efforts to cause such Registration Statement to become effective and to distribute such Units in a Qualified IPO. " Qualified IPO" means an IPO generating proceeds (including, for purposes of calculating the amount of such proceeds, the aggregate amount of any Distributions (other than Quarterly Distributions) made to the Holders to and until the date of the filing of the Registration Statement with respect to the IPO, with the value of any non-cash Distributions being calculated in good faith by the Board of Directors (or successor governing body) of the Company), before deducting underwriting commissions, at a per Unit price (subject to adjustment for any combination, recapitalization, splits, reclassification, merger, consolidation or similar transaction occurring after the date hereof) of no less than $22.00 per Unit.

(c) Priority on IPO Registrations . If, in conjunction with an IPO, the managing underwriters advise the Company that, in their opinion, the number of Registerable Securities proposed to be included in the IPO exceeds the number of Registerable Securities that can be sold in the IPO without materially delaying or jeopardizing the success of the IPO (including the price per share of the Units proposed to be sold in such IPO), the Company shall include in the IPO: (i) first, up to the number of Registerable Securities to be issued and sold by the Company in such IPO, if any, (ii) second, all Registerable Securities requested to be included by each of Advent, Fifth Third and FTPS Partners on a pro rata basis based on the number of Registerable Securities


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Beneficially Owned by each of Advent, Fifth Third and FTPS Partners, respectively, (iii) third, all Registerable Securities requested to be included by JPDN, and (iv) fourth, all Registerable Securities requested to be included by all holders other than Advent, JPDN, Fifth Third and FTPS Partners that have elected to participate in such IPO on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such Holder.

Section 3. Demand Registrations . (a) Right to Request Registration . Subject to the restrictions of this Section 3, at any time after an IPO, each of (x) the Holders of a majority of the Class A Units and (b) the Holders of a majority of the Class B Units may request in writing (each such request, a " Demand Request" ) that the Company effect a registration for resale under the Securities Act of all or part of such Holders' Registerable Securities either (i) on Form S-1 or any similar long-form Registration Statement or (ii) if the Company is then eligible, on Form S-3 or any similar short-form Registration Statement, including for offerings to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (such a Registration Statement for offerings to be made on Form S-3 pursuant to Rule 415, a " Shelf Registration" ). The Company shall use commercially reasonable efforts to (i) file such a Registration Statement within 90 days (in the case of a Form S-1) or within 45 days (in the case of a Form S-3) after receiving the Demand Request and (ii) cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter; provided that the Company shall have the right to postpone or withdraw the filing of any such Registration Statement on account of a Suspension Event. The Company may satisfy its obligation to effect a registration upon a Demand Request by amending a previously filed Shelf Registration. (b) Number of Demand Requests . Each of the Class A Holders, on the one hand, and the Class B Holders, on the other hand, may make a maximum of two Demand Requests for registration on Form S-1 or other long-form Registration Statement and, subject to Section 3(c), an unlimited number of Demand Requests for registration on Form S-3 or other short-form Registration Statement. If the Company withdraws pursuant to Section 6(a) any Registration Statement filed pursuant to a Demand Request before the end of the 60-day period of effectiveness provided for in Section 3(f) and before 80% of the Registerable Securities covered by such Demand Request have been sold pursuant thereto (a " Withdrawn Registration" ), the Holders of Registerable Securities remaining unsold and originally covered by such Withdrawn Registration shall be entitled to a replacement Demand Request with respect to such Registerable Securities, which replacement Demand Request shall be subject to all of the provisions of this Agreement. (c) Restrictions on Demand Requests . The Company shall not be required to give effect to a Demand Request if: (i) the Company has registered Registerable Securities pursuant to an IPO Demand Request or a Demand Request in the preceding 90 days, (ii) the Company has previously registered any Registerable Securities pursuant to an IPO Demand Request and/or Demand Request twice during the calendar year in which such Demand Request is made, (iii) the Company has registered its Registerable Securities during the preceding 90 days (other than in relation to a merger, combination or employee


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stock plan) or (iv) the Registerable Securities requested to be registered do not have in the aggregate a market value of at least $75 million. A Demand Request shall not count for the purposes of determining when the Company may refuse to give effect to another Demand Request pursuant to Section 3(b) or this Section 3(c) if (i) the Registration Statement has not been declared effective by the SEC or does not become effective in accordance with the Securities Act, other than by reason of the withdrawal of such Demand Request after the filing of the Registration Statement, (ii) after becoming effective, the Registration Statement or the applicable offer, sale or distribution of Registerable Securities is materially interfered with by any stop order, injunction or similar order or requirement of the SEC or other Government Entity for any reason not attributable to the Holder(s) making such Demand Request, and does not within 45 days thereafter become effective, (iii) the Holder(s) making such Demand Request shall have withdrawn such Demand Request or otherwise determined not to pursue such registration prior to the filing of the Registration Statement, (iv) if the Holders of Registerable Securities are entitled to a replacement Demand Request pursuant to Section 3(b) or (v) the conditions specified in the underwriting agreement related to the offering, if any, are not satisfied due to a breach by the Company of its covenants, representations or warranties under this Agreement and such unsatisfied conditions are not waived. (d) Priority on Demand Registrations . If, in conjunction with a Registration Statement filed pursuant to a Demand Request conducted as an Underwritten Offering, the managing underwriters advise the Company that, in their opinion, the number of Registerable Securities proposed to be included in an Underwritten Offering in connection with such Registration Statement exceeds the number of Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of such offering (including the price per share of the Units proposed to be sold in such offering), the Company shall include in such offering: (i) first, all Registerable Securities requested to be included by each of Advent, Fifth Third and FTPS Partners on a pro rata basis based on the number of Registerable Securities Beneficially Owned by Advent, Fifth Third and FTPS Partners, respectively, (ii) second, all Registerable Securities requested to be included by JPDN, (iii) third, all Registerable Securities requested to be included by all holders other than Advent, JPDN, Fifth Third and FTPS Partners on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such holder and (iv) fourth, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any.

(e) Underwriting Requests . Any Demand Request for registration on Form S-1 or other long-form Registration Statement must be for an Underwritten Offering. Upon such Demand Request, the Company shall have the right to select the underwriters and the managing underwriter (each shall be of recognized national standing) with the co
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