Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of
                    ,
2004, is entered into by and between Genworth Financial, Inc., a Delaware
corporation (including its successors, the “Company”), and GE Financial
Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”).


 


RECITALS


 


WHEREAS, the
Company, GEFAHI, General Electric Company, General Electric Capital Corporation
and GEI, Inc. are parties to that certain Master Agreement dated as of
                  ,
2004 (the “Master Agreement”), pursuant to which, among other things,
the Company will issue to GEFAHI shares of the Company’s Class B common
stock, par value $.001 per share (“Class B Common Stock”);


 


WHEREAS, pursuant
to the Company’s Restated Certificate of Incorporation the Class B Common Stock
may only be owned by General Electric Company and its affiliates, and any
purported sale, transfer or other disposition of shares of Class B Common Stock
to any other Person will result in the automatic conversion of such transferred
shares into shares of the Company’s Class A common stock, par value $.001 per
share (“Class A Common Stock” and, together with the Class B Common
Stock, the “Common Stock”);


 


WHEREAS, the
Company has filed a Registration Statement (File No.
333-          ) with the
Securities and Exchange Commission on Form S-1 (the “Registration Statement”)
in connection with the initial public offering (the “IPO”) of shares of
its Class A Common Stock; and


 


WHEREAS, the
Company has agreed to provide GEFAHI with the registration rights specified in
this Agreement following the IPO with respect to any shares of Common Stock
held by GEFAHI or any other Holder, on the terms and subject to the conditions
set forth herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinafter contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
1

DEFINITIONS


 


1.1           Definitions.  Capitalized terms used in this Agreement and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Master Agreement.  The following
terms shall have the meanings set forth in this Section 1.1:


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations
promulgated by the SEC thereunder.


 

















 


“Excluded Registration” means a registration under the
Securities Act of (i) securities pursuant to one or more Demand Registrations
pursuant to Section 2 hereof, (ii) securities registered on Form S-8 or
any similar successor form, and (iii) securities registered to effect the
acquisition of, or combination with, another Person.


 


“Holder” means (i) GEFAHI and (ii) any direct or indirect
transferee of GEFAHI who shall become a party to this Agreement in accordance
with Section 2.9 and has agreed in writing to be bound by the terms of
this Agreement.


 


“Person” or “person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or other agency or
political subdivision thereof.


 


“register,”
“registered” and “registration” refer to a registration effected
by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.


 


“Registrable Shares” means the Common Stock owned by the
Holders, whether owned on the date hereof or acquired hereafter; provided,
however, that shares of Common Stock that, pursuant to Section 3.1,
no longer have registration rights hereunder shall not be considered
Registrable Shares.


 


“Requesting Holders” shall mean any Holder(s) requesting to have
its (their) Registrable Shares included in any Demand Registration or Shelf
Registration.


 


“SEC” means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.


 


“Securities Act” means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations promulgated by
the SEC thereunder.


 


1.2           Other
Terms.  For purposes of this
Agreement, the following terms have the meanings set forth in the section or
agreement indicated.


 


	
  Term

  	
   

  	
  Section

  
	
  Adverse Effect

  	
   

  	
  Section 2.1.5

  
	
  Advice

  	
   

  	
  Section 2.6

  
	
  Affiliate

  	
   

  	
  Master Agreement

  
	
  Agreement

  	
   

  	
  Introductory Paragraph

  
	
  Class A Common Stock

  	
   

  	
  Recitals

  
	
  Class B Common Stock

  	
   

  	
  Recitals

  
	
  Common Stock

  	
   

  	
  Recitals

  
	
  Company

  	
   

  	
  Introductory Paragraph

  
	
  Demand Registration

  	
   

  	
  Section 2.1.1(a)

  
	
  Demanding Shareholders

  	
   

  	
  Section 2.1.1(a)

  
	
  Demand Request

  	
   

  	
  Section 2.1.1(a)

  
	
  GEFAHI

  	
   

  	
  Introductory Paragraph

  



 


2

















 


	
  Inspectors

  	
   

  	
  Section 2.5(xiii)

  
	
  IPO

  	
   

  	
  Recitals

  
	
  Master Agreement

  	
   

  	
  Recitals

  
	
  NASD

  	
   

  	
  Section 2.7

  
	
  No-Black-Out Period

  	
   

  	
  Section 2.1.6(b)

  
	
  Piggyback Registration

  	
   

  	
  Section 2.2.1

  
	
  Records

  	
   

  	
  Section 2.5(xiii)

  
	
  Registration Statement

  	
   

  	
  Recitals

  
	
  Required Filing Date

  	
   

  	
  Section 2.1.1(b)

  
	
  Seller Affiliates

  	
   

  	
  Section 2.8.1

  
	
  Shelf Registration

  	
   

  	
  Section 2.1.2

  
	
  Suspension Notice

  	
   

  	
  Section 2.6

  



 


1.3           Rules
of Construction.  Unless the context
otherwise requires


 


(1)           a term has the meaning assigned to it;


 


(2)           “or” is not exclusive;


 


(3)           words in the singular include the plural, and words in
the plural include the singular;


 


(4)           provisions apply to successive events and
transactions; and


 


(5)           “herein,” “hereof” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section
or other subdivision.


 


ARTICLE
2

REGISTRATION RIGHTS


 


2.1           Demand
Registration.


 


2.1.1        Request for Registration.


 


(a)           Commencing
on the date hereof, any Holder or Holders of Registrable Shares shall have the
right to require the Company to file a registration statement on Form S-1, S-2
or S-3 or any similar or successor to such forms under the Securities Act for a public
offering of all or part of its or their Registrable Shares (a “Demand Registration”), by delivering
to the Company written notice stating that such right is being exercised,
naming, if applicable, the Holders whose Registrable Shares are to be included
in such registration
(collectively, the “Demanding Shareholders”), specifying the number of
each such Demanding Shareholder’s Registrable Shares to be included in such
registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution thereof (a “Demand
Request”).  The IPO Registration
Statement shall not constitute a Demand Registration for any purpose under this
Agreement.


 


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(b)           Each
Demand Request shall specify the aggregate number of Registrable Shares
proposed to be sold.  Subject to Section
2.1.6, the Company shall file the registration statement in respect of a
Demand Registration as soon as practicable and, in any event, within forty-five
(45) days after receiving a Demand Request (the “Required Filing Date”)
and shall use reasonable best efforts to cause the same to be declared
effective by the SEC as promptly as practicable after such filing; provided,
however, that:


 


(i)            the
Company shall not be obligated to effect a Demand Registration pursuant to
Section 2.1.1(a) (A) within 60 days after the effective date of a previous
Demand Registration, other than a Shelf Registration pursuant to this Article
2, or (B) within 180 days after the effective date of the IPO Registration
Statement;


 


(ii)           the
Company shall not be obligated to effect a Demand Registration pursuant to
Section 2.1.1(a) unless the Demand Request is for a number of Registrable
Shares with a market value that is equal to at least $150 million as of the
date of such Demand Request; and


 


(iii)          the Company shall not be obligated to effect
pursuant to Section 2.1.1(a) (A) more than two Demand Registrations during the
first 12 months following the date hereof or (B) more than three Demand
Registrations during any 12-month period thereafter.


 


2.1.2        Shelf Registration. 
With respect to any Demand Registration, the Requesting Holders may
request the Company to effect a registration of the Common Stock under a
registration statement pursuant to Rule 415 under the Securities Act (or any
successor rule) (a “Shelf Registration”).


 


2.1.3        Selection of Underwriters.  At the request of a majority of the
Requesting Holders, the offering of Registrable Shares pursuant to a Demand
Registration shall be in the form of a “firm commitment” underwritten
offering.  The Holders of a majority of
the Registrable Shares to be registered in a Demand Registration shall select
the investment banking firm or firms to manage the underwritten offering,
provided that such selection shall be subject to the consent of the Company,
which consent shall not be unreasonably withheld or delayed.  No
Holder may participate in any registration pursuant to Section 2.1.1
unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the
basis provided in any underwriting arrangements described above and (y)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements; provided, however, that no
such Holder shall be required to make any representations or warranties in
connection with any such registration other than representations and warranties
as to (i) such Holder’s ownership of his or its Registrable Shares to be
transferred free and clear of all liens, claims, and


 


 


4

















 


encumbrances, (ii) such Holder’s power and authority to effect such
transfer, and (iii) such matters pertaining to compliance with securities laws
as may be reasonably requested; provided, further, however,
that the obligation of such Holder to indemnify pursuant to any such underwriting
arrangements shall be several, not joint and several, among such Holders
selling Registrable Shares, and the liability of each such Holder will be in
proportion thereto, and provided, further, that such liability
will be limited to the net amount received by such Holder from the sale of his
or its Registrable Shares pursuant to such registration.


 


2.1.4        Rights
of Nonrequesting Holders.  Upon
receipt of any Demand Request, the Company shall promptly (but in any event
within ten (10) days) give written notice of such proposed Demand Registration
to all other Holders, who shall have the right, exercisable by written notice
to the Company within twenty (20) days of their receipt of the Company’s
notice, to elect to include in such Demand Registration such portion of their
Registrable Shares as they may request. 
All Holders requesting to have their Registrable Shares included in a
Demand Registration in accordance with the preceding sentence shall be deemed
to be “Requesting Holders” for purposes of this Section 2.1.


 


2.1.5        Priority
on Demand Registrations.  No
securities to be sold for the account of any Person (including the Company)
other than a Requesting Holder shall be included in a Demand Registration
unless the managing underwriter or underwriters shall advise the Requesting
Holders in writing that the inclusion of such securities will not adversely
affect the price, timing or distribution of the offering or otherwise adversely
affect its success (an “Adverse Effect”).  Furthermore, if the managing underwriter or underwriters shall
advise the Requesting Holders that, even after exclusion of all securities of
other Persons pursuant to the immediately preceding sentence, the amount of
Registrable Shares proposed to be included in such Demand Registration by
Requesting Holders is sufficiently large to cause an Adverse Effect, the
Registrable Shares of the Requesting Holders to be included in such Demand
Registration shall equal the number of shares which the Requesting Holders are
so advised can be sold in such offering without an Adverse Effect and such
shares shall be allocated pro rata among the Requesting Holders on the basis of
the number of Registrable Shares requested to be included in such registration
by each such Requesting Holder.


 


2.1.6        Deferral of Filing.


 


(a)   The
Company may defer the filing (but not the preparation) of a registration
statement required by Section 2.1 until a date not later than ninety
(90) days after the Required Filing Date if (i) at the time the Company
receives the Demand Request, the Company or any of its Subsidiaries are engaged
in confidential negotiations or other confidential business activities,
disclosure of which would be required in such registration statement (but would
not be required if such registration statement were not filed), and the Board
of Directors of the Company or a committee of the Board of Directors of the
Company determines in good faith that such disclosure would be materially
detrimental to the Company and its stockholders, or (ii) prior to receiving the
Demand Request, the Company had determined to effect a registered underwritten
public


 


5

















 


offering of the
Company’s securities for the Company’s account and the Company had taken
substantial steps (including, but not limited to, selecting a managing
underwriter for such offering) and is proceeding with reasonable diligence to
effect such offering.  A deferral of the
filing of a registration statement pursuant to this Section 2.1.6 shall
be lifted, and the requested registration statement shall be filed forthwith,
if, in the case of a deferral pursuant to clause (i) of the preceding sentence,
the negotiations or other activities are disclosed or terminated, or, in the
case of a deferral pursuant to clause (ii) of the preceding sentence, the
proposed registration for the Company’s account is abandoned.  In order to defer the filing of a
registration statement pursuant to this Section 2.1.6, the Company shall
promptly (but in any event within ten (10) days), upon determining to seek such
deferral, deliver to each Requesting Holder a certificate signed by an
executive officer of the Company stating that the Company is deferring such
filing pursuant to this Section 2.1.6 and a general statement of the
reason for such deferral and an approximation of the anticipated delay.  Within twenty (20) days after receiving such
certificate, the holders of a majority of the Registrable Shares held by the
Requesting Holders and for which registration was previously requested may
withdraw such Demand Request by giving notice to the Company; if withdrawn, the
Demand Request shall be deemed not to have been made for all purposes of this
Agreement.  The Company may defer the
filing of a particular registration statement pursuant to this Section
2.1.6(a) only once.


 


(b)   Notwithstanding
Section 2.1.6(a), with respect to two Demand Registrations only, if
GEFAHI or any Affiliate thereof makes a request for any such Demand
Registration, the Company shall not have the right under Section 2.1.6(a) to
defer the filing of such registration or to not file such registration
statement during the period from and including the date of this Agreement
through and including the second anniversary thereof (the “No-Black-Out
Period”).


 


2.2           Piggyback
Registrations.


 


2.2.1        Right
to Piggyback.  Each time the Company
proposes to register any of its equity securities (other than pursuant to an
Excluded Registration) under the Securities Act for sale to the public (whether
for the account of the Company or the account of any securityholder of the
Company) (a “Piggyback Registration”), the Company shall give prompt
written notice to each Holder of Registrable Shares (which notice shall be
given not less than twenty (20) days prior to the anticipated filing date of
the Company’s registration statement), which notice shall offer each such
Holder the opportunity to include any or all of its Registrable Shares in such
registration statement, subject to the limitations contained in Section
2.2.2 hereof.  Each Holder who
desires to have its Registrable Shares included in such registration statement
shall so advise the Company in writing (stating the number of shares desired to
be registered) within ten (10) days after the date of such notice from the
Company.  Any Holder shall have the
right to withdraw such Holder’s request for inclusion of such Holder’s
Registrable Shares in any registration statement pursuant to this Section
2.2.1 by giving written notice to the Company of such withdrawal.  Subject to Section 2.2.2 below, the
Company shall include in such registration statement all such Registrable
Shares so requested to be included therein; provided, however,
that the Company may at any time withdraw or cease


 


6

















 


proceeding with
any such registration if it shall at the same time withdraw or cease proceeding
with the registration of all other equity securities originally proposed to be
registered.


 


2.2.2        Priority on Piggyback Registrations.


 


(a)   If a Piggyback Registration is
an underwritten offering and was initiated by the Company, and if the managing
underwriter advises the Company that the inclusion of Registrable Shares
requested to be included in the Registration Statement would cause an Adverse
Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable
Shares requested to be included in such
registration, pro rata among the Holders of such Registrable Shares on the basis of the number of
Registrable Shares owned by each such
Holder, and (iii) third, any other securities requested to be included in such
registration.  If as a result of
the provisions of this Section 2.2.2(a) any Holder shall not be entitled
to include all Registrable Shares in a registration that such Holder has
requested to be so included, such Holder may withdraw such Holder’s request to
include Registrable Shares in such registration statement.


 


(b)   If a Piggyback Registration is
an underwritten offering and was initiated by a security holder of the Company,
and if the managing underwriter advises the Company that the inclusion of
Registrable Shares requested to be included in the Registration Statement would
cause an Adverse Effect, the Company shall include in such registration
statement (i) first, the securities requested to be included therein by the
security holders requesting such registration and the Registrable Shares
requested to be included in such registration, pro rata among the holders of
such securities on the basis of the number of securities owned by each such
holder, and (ii) second, any other securities requested to be included in such
registration (including securities to
be sold for the account of the Company).  If as a result of the provisions of this Section 2.2.2(b)
any Holder shall not be entitled to include all Registrable Shares in a
registration that such Holder has requested to be so included, such Holder may
withdraw such Holder’s request to include Registrable Shares in such registration
statement.


 


(c)   No
Holder may participate in any registration statement in respect of a Piggyback
Registration hereunder unless such Holder (x) agrees to sell such Holder’s
Registrable Shares on the basis provided in any underwriting arrangements approved
by the Company and (y) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents, each in
customary form, reasonably required under the terms of such underwriting
arrangements; provided, however, that no such Holder shall be
required to make any representations or warranties in connection with any such
registration other than representations and warranties as to (i) such Holder’s
ownership of his or its Registrable Shares to be sold or transferred free and
clear of all liens, claims, and encumbrances, (ii) such Holder’s power and
authority to effect such transfer, and (iii) such matters pertaining to
compliance with securities laws as may be reasonably requested; provided,
further, however, that the obligation of such Holder to indemnify
pursuant to any such underwriting arrangements shall be several, not joint and
several, among such Holders selling Registrable Shares, and the liability of
each


 


7

















 


such Holder will
be in proportion to, and provided, further, that such liability
will be limited to, the net amount received by such Holder from the sale of his
or its Registrable Shares pursuant to such registration.


 


2.2.3        Selection of Underwriters.  If any Piggyback Registration is an
underwritten offering and any of the investment banking firms selected to
manage the offering was not one of the managers of the IPO, any such investment
banking firm shall not administer such offering if the Holders of a majority of
the Registrable Shares included in such Piggyback Registration are GEFAHI or
Affiliates thereof and such Holders reasonably object thereto.


 


2.3           SEC
Form S-3.  The Company shall use its
reasonable best efforts to cause Demand Registrations to be registered on Form
S-3 (or any successor form) once the Company becomes eligible to use Form S-3,
and if the Company is not then eligible under the Securities Act to use Form
S-3, Demand Registrations shall be registered on the form for which the Company
then qualifies.  The Company shall use
its reasonable best efforts to become eligible to use Form S-3 and, after
becoming eligible to use Form S-3, shall use its reasonable best efforts to
remain so eligible.


 


2.4           Holdback
Agreements.


 


(a)   The Company shall not effect
any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and during the 90-day period beginning on the effective date
of any registration statement in connection with a Demand Registration (other
than a Shelf Registration) or a Piggyback Registration, except pursuant to
registrations on Form S-4 or Form S-8 or any successor form or unless the
underwriters managing any such public offering otherwise agree.


 


(b)   Except with the prior written consent of the
Holders of a majority of the Registrable Shares, such consent not to be withheld unless any such Holder intends to, or in good faith believes that
it is reasonably likely to, request a Demand Registration that could reasonably
be expected to be in registration or become effective during the No-Black-Out
Period, the Company shall not file during the No-Black-Out Period any
registration statement (except as part of a Demand Registration or pursuant to
registrations on Forms S-4 or S-8 or any successor forms) relating to the public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities.


 


(c)   If
any Holders of Registrable Shares notify the Company in writing that they
intend to effect an underwritten sale of Common Stock registered pursuant to a
Shelf Registration pursuant to Article 2 hereof, the Company shall not effect
any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for its equity securities,
during the seven days prior to and during the 90-day period beginning on the
date such notice is received, except pursuant to registrations on Form S-4 or
Form S-8 or any successor form or unless the underwriters managing any such
public offering otherwise agree.


 


8

















 


(d)   Each
Holder agrees, in the event of an underwritten offering by the Company (whether
for the account of the Company or otherwise), not to offer, sell, contract to
sell or otherwise dispose of any Registrable Securities, or any securities
convertible into or exchangeable or exercisable for such securities, including
any sale pursuant to Rule 144 under the Securities Act (except as part of such
underwritten offering), during the 7 days prior to, and during the 90-day
period (or such lesser period as the lead or managing underwriters may require)
beginning on, the effective date of the registration statement for such
underwritten offering (or, in the case of an offering pursuant to an effective
shelf registration statement pursuant to Rule 415, the pricing date for such
underwritten offering).


 


2.5           Registration
Procedures.  Whenever any Holder has
requested that any Registrable Shares be registered pursuant to this Agreement,
the Company will use its reasonable best efforts to effect the registration and
the sale of such Registrable Shares in accordance with the intended method of
disposition thereof as promptly as is practicable, and pursuant thereto the
Company will as expeditiously as possible:


 


(i) 
prepare and file with the SEC, pursuant to Section 2.1.1(b) with respect
to any Demand Registration, a registration statement on any appropriate form
under the Securities Act with respect to such Registrable Shares and use its
reasonable best efforts to cause such registration statement to become
effective, provided that as far in advance as practicable before filing such
registration statement or any amendment thereto, the Company will furnish to
the selling Holders copies of reasonably complete drafts of all such documents
prepared to be filed (including exhibits), and any such Holder shall have the
opportunity to object to any information contained therein and the Company will
make corrections reasonably requested by such Holder with respect to such
information prior to filing any such registration statement or amendment;


 


(ii) 
except in the case of a Shelf Registration, prepare and file with the
SEC such amendments, post-effective amendments, and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for a period of not
less than one hundred eighty (180) days (or such lesser period as is necessary
for the underwriters in an underwritten offering to sell unsold allotments) and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;


 


(iii)  in the case of a Shelf
Registration, prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of
all Registrable Shares


 


9

















 


subject thereto for a period ending on the
earlier of (x) 24 months after the effective date of such registration
statement and (y) the date on which all the Registrable Shares subject thereto
have been sold pursuant to such registration statement;


 


(iv) 
furnish to each seller of Registrable Shares and the underwriters of the
securities being registered such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus), any
documents incorporated by reference therein and such other documents as such
seller or underwriters may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller or the sale of such
securities by such underwriters (it being understood that, subject to Section
2.6 and the requirements of the Securities Act and applicable state
securities laws, the Company consents to the use of the prospectus and any
amendment or supplement thereto by each seller and the underwriters in
connection with the offering and sale of the Registrable Shares covered by the
registration statement of which such prospectus, amendment or supplement is a
part);


 


(v) 
use its reasonable best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as
the managing underwriter reasonably requests (or, in the event the registration
statement does not relate to an underwritten offering, as the holders of a
majority of such Registrable Shares may reasonably request); use its reasonable
best efforts to keep each such registration or qualification (or exemption
therefrom) effective during the period in which such registration statement is
required to be kept effective; and do any and all other acts and things which
may be reasonably necessary or advisable to enable each seller to consummate
the disposition of the Registrable Shares owned by such seller in such
jurisdictions (provided, however, that the Company will not be
required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph or (B)
consent to general service of process in any such jurisdiction);


 


(vi) 
promptly notify each seller and each underwriter and (if requested by
any such Person) confirm such notice in writing (A) when a prospectus or any
prospectus supplement or post-effective amendment has been filed and, with
respect to a registration statement or any post-effective amendment, when the
same has become effective, (B) of the issuance by any state securities or other
regulatory authority of any order suspending the qualification or exemption
from qualification of any of the Registrable Shares under state securities or
“blue sky” laws or the initiation of any proceedings for that purpose, and (C)
of the happening of any event which makes any statement made in a registration
statement or related prospectus untrue or which requires the making of any
changes in


 


10

















 


such registration statement, prospectus or documents so that they will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, as promptly as practicable thereafter, prepare and
file with the SEC and furnish a supplement or amendment to such prospectus so
that, as thereafter deliverable to the purchasers of such Registrable Shares,
such prospectus will not contain any untrue statement of a material fact or
omit a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;


 


(vii)  permit any selling Holder, which in such
Holder’s sole and exclusive judgment, might reasonably be deemed to be an
underwriter or a controlling person of the Company, to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in
the reasonable judgment of such Holder and its counsel should be included;


 


(viii) make reasonably available members of management of the Company, as selected by the Holders
of a majority of the Registrable
Shares included in such registration, for assistance in the selling
effort relating to the Registrable
Shares covered by such registration, including, but not limited to, the
participation of such
members of the Company’s management in road show presentations;


 


(ix)  otherwise use
its reasonable best efforts to comply with all applicable rules and regulations
of the SEC, including the Securities Act and the Exchange Act and the rules and
regulations promulgated thereunder, and make generally available to the Company’s
securityholders an earnings statement satisfying the provisions of Section
11(a) of the Securities Act no later than thirty (30) days after the end of the
twelve (12) month period beginning with the first day of the Company’s first
fiscal quarter commencing after the effective date of a registration statement,
which earnings statement shall cover said twelve (12) month period, and which
requirement will be deemed to be satisfied if the Company timely files complete
and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and
otherwise complies with Rule 158 under the Securities Act;


 


(x) 
if requested by the managing underwriter or any seller promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or any seller reasonably requests to be
included therein, including, without limitation, with respect to the
Registrable Shares being sold by such seller, the purchase price being paid
therefor by the underwriters and with respect to any other terms of the
underwritten offering of the Registrable Shares to


 


11

















 


be sold in such offering, and promptly make all required filings of
such prospectus supplement or post-effective amendment;


 


(xi) 
as promptly as practicable after filing with the SEC of any document
which is incorporated by reference into a registration statement (in the form
in which it was incorporated), deliver a copy of each such document to each
seller;


 


(xii) 
cooperate with the sellers and the managing underwriter to facilitate
the timely preparation and delivery of certificates (which shall not bear any
restrictive legends unless required under applicable law) representing
securities sold under any registration statement, and enable such securities to
be in such denominations and registered in such names as the managing
underwriter or such sellers may request and keep available and make available
to the Company’s transfer agent prior to the effectiveness of such registration
statement a supply of such certificates;


 


(xiii)  promptly make
available for inspection by any seller, any underwriter participating in any
disposition pursuant to any registration statement, and any attorney,
accountant or other agent or representative retained by any such seller or
underwriter (collectively, the “Inspectors”), all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the “Records”), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information requested
by any such Inspector in connection with such registration statement; provided,
however, that, unless the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in the registration statement or
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, the Company shall not be required to
provide any information under this subparagraph (x) if (A) the Company
believes, after consultation with counsel for the Company, that to do so would
cause the Company to forfeit an attorney-client privilege that was applicable
to such information or (B) if either (1) the Company has requested and been
granted from the SEC confidential treatment of such information contained in
any filing with the SEC or documents provided supplementally or otherwise or
(2) the Company reasonably determines in good faith that such Records are
confidential and so notifies the Inspectors in writing, unless prior to
furnishing any such information with respect to clause (B) such Holder of
Registrable Shares requesting such information agrees to enter into a
confidentiality agreement in customary form and subject to customary
exceptions; and provided, further, that each Holder of
Registrable Shares agrees that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at its expense, to undertake appropriate action
and to prevent disclosure of the Records deemed confidential;


 


12

















 


(xiv) 
furnish to each seller and underwriter a signed counterpart of (A) an
opinion or opinions of counsel to the Company, and (B) a comfort letter or
comfort letters from the Company’s independent public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as the sellers or managing
underwriter reasonably requests;


 


(xv) 
cause the Registrable Shares included in any registration statement to
be (A) listed on each securities exchange, if any, on which similar securities
issued by the Company are then listed, or (B) quoted on the National
Association of Securities Dealers, Inc. Automated Quotation System or the
Nasdaq National Market if similar securities issued by the Company are quoted
thereon;


 


(xvi) 
provide a transfer agent and registrar for all Registrable Securities
registered hereunder;


 


(xvii) 
cooperate with each seller and each underwriter participating in the
disposition of such Registrable Shares and their respective counsel in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc.;


 


(xviii) 
during the period when the prospectus is required to be delivered under
the Securities Act, promptly file all documents required to be filed with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;


 


(xix) 
notify each seller of Registrable Shares promptly of any request by the
SEC for the amending or supplementing of such registration statement or
prospectus or for additional information;


 


(xx) 
enter into such agreements (including underwriting agreements in the
managing underwriter’s customary form) as are customary in connection with an
underwritten registration; and


 


(xxi) 
advise each seller of such Registrable Shares, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order
by the SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for such purpose and promptly use
its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should
be issued.


 


2.6           Suspension
of Dispositions.  Each Holder agrees
by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension
Notice”) from the Company of the happening of any event of the kind
described in Section 2.5(vi)(C) such Holder will forthwith discontinue
disposition of Registrable Shares until such Holder’s receipt of the copies of
the supplemented or amended prospectus, or until it is advised in


 


13

















 


writing (the “Advice”)
by the Company that the use of the prospectus may be resumed, and has received
copies of any additional or supplemental filings which are incorporated by
reference in the prospectus, and, if so directed by the Company, such Holder
will deliver to the Company all copies, other than permanent file copies then
in such Holder’s possession, of the prospectus covering such Registrable Shares
current at the time of receipt of such notice. 
In the event the Company shall give any such notice, the time period
regarding the effectiveness of registration statements set forth in Sections
2.5(ii) and 2.5(iii) hereof shall be extended by the number of days
during the period from and including the date of the giving of the Suspension
Notice to and including the date when each seller of Registrable Shares covered
by such registration statement shall have received the copies of the
supplemented or amended prospectus or the Advice.  The Company shall use its reasonable best efforts and take such
actions as are reasonably necessary to render the Advice as promptly as
practicable.


 


2.7           Registration
Expenses.


 


2.7.1        Demand
Registrations.  All reasonable,
out-of-pocket fees and expenses incident to any Demand Registration including,
without limitation, the Company’s performance of or compliance with this Article
2, all registration and filing fees, all fees and expenses associated with
filings required to be made with the National Association of Securities
Dealers, Inc. (“NASD”) (including, if applicable, the reasonable fees
and expenses of any “qualified independent underwriter” as such term is defined
in Schedule E of the By-Laws of the NASD, and of its counsel), as may be
required by the rules and regulations of the NASD, fees and expenses of
compliance with securities or “blue sky” laws (including reasonable fees and
disbursements of counsel in connection with “blue sky” qualifications of the
Registrable Shares), rating agency fees, printing expenses (including expenses
of printing certificates for the Registrable Shares in a form eligible for
deposit with Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by a Holder of Registrable Shares),
messenger and delivery expenses, the fees and expenses incurred in connection
with any listing or quotation of the Registrable Shares, fees and expenses of
counsel for the Company and its independent certified public accountants
(including the expenses of any special audit or “cold comfort” letters required
by or incident to such performance), the fees and expenses of any special
experts retained by the Company in connection with such registration, and any
underwriting discounts, commissions, or fees attributable to the sale of the
Registrable Shares, will be borne by the Holders pro rata on the basis of the
number of shares so registered whether or not any registration statement
becomes effective, and the fees and expenses of any counsel, accountants, or
other persons retained or employed by any Holder will be borne by such Holder.


 


2.7.2        Piggyback
Registrations.  All fees and expenses
incident to any Piggyback Registration including, without limitation, the
Company’s performance of or compliance with this Article 2, all
registration and filing fees, all fees and expenses associated with filings
required to be made with the NASD (including, if applicable, the reasonable
fees and expenses of any “qualified independent underwriter” as such term is
defined in Schedule E of the By-Laws of the NASD, and of its counsel), as may
be required by the rules and regulations of the NASD, fees and expenses of
compliance with


 


14

















 


securities or
“blue sky” laws (including reasonable fees and disbursements of counsel in
connection with “blue sky” qualifications of the Registrable Shares), rating
agency fees, printing expenses (including expenses of printing certificates for
the Registrable Shares in a form eligible for deposit with Depository Trust
Company and of printing prospectuses), messenger and delivery expenses, the
fees and expenses incurred in connection with any listing or quotation of the
Registrable Shares, fees and expenses of counsel for the Company and its
independent certified public accountants (including the expenses of any special
audit or “cold comfort” letters required by or incident to such performance),
the fees and expenses of any special experts retained by the Company in
connection with such registration, and the fees and expenses of other persons
retained by the Company, will be borne by the Company (unless paid by a security
holder that is not a Holder for whose account the registration is being
effected) whether or not any registration statement becomes effective; provided,
however, that any underwriting discounts, commissions, or fees
attributable to the sale of the Registrable Shares will be borne by the Holders
pro rata on the basis of the number of shares so registered and the fees and
expenses of any counsel, accountants, or other persons retained or employed by
any Holder will be borne by such Holder.


 


2.8           Indemnification.


 


2.8.1        The
Company agrees to indemnify and reimburse, to the fullest extent permitted by
law, each seller of Registrable Shares, and each of its employees, advisors,
agents, representatives, partners, officers, and directors and each Person who
controls such seller (within the meaning of the Securities Act or the Exchange
Act) and any agent or investment advisor thereof (collectively, the “Seller
Affiliates”) (A) against any and all losses, claims, damages, liabilities,
and expenses, joint or several (including, without limitation, attorneys’ fees
and disbursements except as limited by Section 2.8.3) based upon,
arising out of, related to or resulting from any untrue or alleged untrue
statement of a material fact contained in any registration statement, prospectus,
or preliminary prospectus or any amendment thereof or supplement thereto, or
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, (B) against
any and all loss, liability, claim, damage, and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, and (C) against any and all costs and expenses
(including reasonable fees and disbursements of counsel) as may be reasonably
incurred in investigating, preparing, or defending against any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon, arising out of, related to or
resulting from any such untrue statement or omission or alleged untrue
statement or omission, or such violation of the Securities Act or Exchange Act,
to the extent that any such expense or cost is not paid under subparagraph (A)
or (B) above; except insofar as any such statements are made in reliance upon
and in strict conformity with information furnished in writing to the Company
by such seller or any Seller Affiliate for use therein or arise from such
seller’s or any Seller Affiliate’s failure to deliver a copy of the
registration statement or


 


15

















 


prospectus or any
amendments or supplements thereto after the Company has furnished such seller
or Seller Affiliate with a sufficient number of copies of the same.  The reimbursements required by this Section
2.8.1 will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.


 


2.8.2        In
connection with any registration statement in which a seller of Registrable
Shares is participating, each such seller will furnish to the Company in
writing such information and affidavits as the Company reasonably requests for
use in connection with any such registration statement or prospectus and, to
the fullest extent permitted by law, each such seller will indemnify the
Company and each of its employees, advisors, agents, representatives, partners,
officers and directors and each Person who controls the Company (within the
meaning of the Securities Act or the Exchange Act) and any agent or investment
advisor thereof against any and all losses, claims, damages, liabilities, and
expenses (including, without limitation, reasonable attorneys’ fees and
disbursements except as limited by Section 2.8.3) resulting from any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement, prospectus, or any preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission is
contained in any information or affidavit so furnished in writing by such
seller or any of its Seller Affiliates specifically for inclusion in the
registration statement; provided that the obligation to indemnify will
be several, not joint and several, among such sellers of Registrable Shares,
and the liability of each such seller of Registrable Shares will be in
proportion to, and will be limited to, the net amount received by such seller
from the sale of Registrable Shares pursuant to such registration statement; provided,
however, that such seller of Registrable Shares shall not be liable in
any such case to the extent that prior to the filing of any such registration
statement or prospectus or amendment thereof or supplement thereto, such seller
has furnished in writing to the Company information expressly for use in such
registration statement or prospectus or any amendment thereof or supplement
thereto which corrected or made not misleading information previously furnished
to the Company.


 


2.8.3        Any
Person entitled to indemnification hereunder will (A) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give such notice shall not limit
the rights of such Person) and (B) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that
any person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless (X)
the indemnifying party has agreed to pay such fees or expenses, or (Y) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person.  If such defense is not assumed by the
indemnifying party as permitted hereunder,


 


16

















 


the indemnifying
party will not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be
unreasonably withheld).  If such defense
is assumed by the indemnifying party pursuant to the provisions hereof, such
indemnifying party shall not settle or otherwise compromise the applicable
claim unless (1) such settlement or compromise contains a full and
unconditional release of the indemnified party or (2) the indemnified party
otherwise consents in writing.  An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party, a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable fees and
disbursements of such additional counsel or counsels.


 


2.8.4        Each
party hereto agrees that, if for any reason the indemnification provisions contemplated
by Section 2.8.1 or Section 2.8.2 are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages, liabilities, or expenses (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, liabilities, or expenses (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the actions which resulted
in the losses, claims, damages, liabilities or expenses as well as any other
relevant equitable considerations.  The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or indemnified
party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 2.8.4
were determined by pro rata allocation (even if the Holders or any underwriters
or all of them 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 this Section 2.8.4. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities, or expenses (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or, except
as provided in Section 2.8.3, defending any such action or claim.  Notwithstanding the provisions of this Section
2.8.4, no Holder shall be required to contribute an amount greater than the
dollar amount by which the net proceeds received by such Holder with respect to
the sale of any Registrable Shares exceeds the amount of damages which such
Holder has otherwise been required to pay by reason of any and all untrue or
alleged untrue statements of material fact or omissions or alleged omissions of
material fact made in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto related to such sale
of Registrable Shares.  No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be


 


17

















 


entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Holders’
obligations in this Section 2.8.4 to contribute shall be several in
proportion to the amount of Registrable Shares registered by them and not
joint.


 


If indemnification
is available under this Section 2.8, the indemnifying parties shall
indemnify each indemnified party to the full extent provided in Section
2.8.1 and Section 2.8.2 without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 2.8.4 subject, in the case of the Holders,
to the limited dollar amounts set forth in Section 2.8.2.


 


2.8.5        The
indemnification and contribution provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf
of the indemnified party or any officer, director, or controlling Person of
such indemnified party and will survive the transfer of securities.


 


2.9           Transfer
of Registration Rights.  The rights
of each Holder under this Agreement may be assigned to any direct or indirect
transferee of a Holder who agrees in writing to be subject to and bound by all
the terms and conditions of this Agreement.


 


2.10         Rule 144.  The Company will file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, will,
upon the request of the Holders, make publicly available other information) and
will take such further action as the Holders may reasonably request, all to the
extent required from time to time to enable the Holders to sell Common
Stock without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such rule may be amended from time to time or (ii)
any similar rule or regulation hereafter adopted by the SEC.  Upon
the reasonable request of any Holder, the Company will deliver to such parties a written statement as to whether it has
complied with such requirements and will, at its expense, forthwith upon the
request of any such Holder, deliver to such Holder a certificate, signed by the
Company’s principal financial officer,
stating (a) the Company’s name,
address and telephone number (including area code), (b) the Company’s Internal Revenue Service identification
number, (c) the Company’s SEC
file number, (d) the number of shares of each class of capital stock
outstanding as shown by the most recent report or statement published by the
Company, and (e) whether the
Company has filed the reports required
to be filed under the Exchange Act for a period of at least ninety (90) days
prior to the date of such certificate and in addition has filed the most recent
annual report required to be filed thereunder.


 


2.11         Preservation of Rights.  The Company will not (i) grant any registration rights to third
parties which are more favorable than or inconsistent with the rights granted
hereunder or (ii) enter into any
agreement, take any action, or permit any change to occur, with respect to its
securities that violates or subordinates the rights expressly granted to the
Holders in this Agreement.


 


18

















 


ARTICLE
3

TERMINATION


 


3.1           Termination.   The
Holders may exercise the registration rights granted hereunder in such manner
and proportions as they shall agree among themselves.  The
registration rights hereunder shall cease to apply to any particular
Registrable Share when: (a) a
registration statement with respect to the sale of such shares of Common
Stock shall have become effective under
the Securities Act and such shares of Common Stock shall have been disposed of in accordance
with such registration statement; (b) such shares of Common Stock
shall have been sold to the public pursuant to Rule 144 under the Securities
Act (or any successor provision); (c) such shares of Common Stock shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company
and subsequent public distribution of them shall not require registration or
qualification of them under the Securities Act or any similar state law
then in force; (d) such shares shall have ceased to be outstanding or
(e) in the case of Registrable Shares held by a Holder that is not GEFAHI or
any Affiliate thereof, such Holder
holds less than three percent (3%) of the then outstanding Registrable Shares
and such Registrable Shares are eligible for sale pursuant to Rule 144(k) under
the Securities Act (or any successor provision).  The Company shall promptly upon the request of any Holder
furnish to such Holder evidence of the number of Registrable Shares then
outstanding.


 


ARTICLE 4

MISCELLANEOUS


 


4.1           Notices.  All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
given or made (and shall be deemed to have been duly given or made upon
receipt) by delivery in person, by overnight courier service, by facsimile with
receipt confirmed (followed by delivery of an original via overnight courier
service) or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such
other address for a party as shall be specified in a notice given in accordance
with this Section 4.1):


 


If to the Company:


 


[to be completed]


 


If to GEFAHI:


 


[to be completed]


 


If to any other Holder, the address indicated for such Holder in the
Company’s stock transfer records with copies, so long as GEFAHI owns any
Registrable Shares, to GEFAHI as provided above.


 


Any notice or
communication hereunder shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if


 


19

















 


telexed;
when receipt is acknowledged, if telecopied; and five (5) calendar days after
mailing if sent by registered or certified mail (except that a notice of change
of address shall not be deemed to have been given until actually received by
the addressee).


 


Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. 
If a notice or communication is mailed in the manner provided above, it
is duly given, whether or not the addressee receives it.


 


4.2           Authority.  Each of the parties hereto represents to the
other that (i) it has the corporate power and authority to execute, deliver and
perform this Agreement, (ii) the execution, delivery and performance of this
Agreement by it has been duly authorized by all necessary corporate action and
no such further action is required, (iii) it has duly and validly executed and
delivered this Agreement, and (iv) this Agreement is a legal, valid and binding
obligation, enforceable against it in accordance with its terms subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally and general equity principles.


 


4.3           Governing
Law.  This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York irrespective of the choice of
laws principles of the State of New York other than Section 5-1401 of the
General Obligations Law of the State of New York.


 


4.4           Successors
and Assigns.  Except as otherwise
expressly provided herein, this Agreement shall be binding upon and benefit the
Company, each Holder, and their respective successors and assigns.


 


4.5           Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or
as a matter of public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
to this Agreement shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the greatest extent
possible.


 


4.6           Remedies.  Any dispute, controversy or claim arising
out of, or relating to, the transactions contemplated by this Agreement, or the
validity, interpretation, breach or termination of any provision of this
Agreement shall be resolved in accordance with Article VII of the Master
Agreement.


 


4.7           Waivers.  The observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver
shall be effective only if it is in a writing signed by the party against whom
the existence of such waiver is asserted. 
Unless otherwise expressly provided in this Agreement, no delay or
omission on the part


 


20

















 


of any party in
exercising any right or privilege under this Agreement shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right or
privilege under this Agreement operate as a waiver of any other right or
privilege under this Agreement nor shall any single or partial exercise of any
right or privilege preclude any other or further exercise thereof or the
exercise of any other right or privilege under this Agreement.  No failure by either party to take any
action or assert any right or privilege hereunder shall be deemed to be a
waiver of such right or privilege in the event of the continuation or
repetition of the circumstances giving rise to such right unless expressly
waived in writing by the party against whom the existence of such waiver is
asserted.


 


4.8           Amendment. 
This Agreement may not be amended or modified in any respect except by a
written agreement signed by the Company, GEFAHI (so long as GEFAHI owns any Common Stock) and the Holders of a majority of the then
outstanding Registrable Shares.


 


4.9           Counterparts.  This Agreement may be executed in one or
more counterparts, and by the different parties to each such agreement in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be as
effective as delivery of a manually executed counterpart of any such Agreement.


 


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LEFT BLANK]


 


21

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first written above.


 


	
   

  	
  GENWORTH FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE FINANCIAL ASSURANCE

  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: