Exhibit 10.1


  REGISTRATION RIGHTS AGREEMENT


       This Registration Rights Agreement (this "Agreement'') is dated as of July 11, 2005, by and among GSC Capital Corp., a Maryland corporation (the "Company''), the Initial Purchasers/Placement Agents
(as defined below), for whom Deutsche Bank Securities Inc. acts as the representative ("Deutsche Bank'' or, in such capacity, the "Representative''), and GSCP (NJ), L.P., a Delaware limited liability company, for the benefit of the Initial
Purchasers/Placement Agents and the Holders (as defined below). 


       A. This Agreement is entered into in connection with the Purchase/Placement Agreement dated as of June 23, 2005 (the "Purchase Agreement'') among the Company, GSCP (NJ), L.P. and the several initial
Purchasers/Placement Agents listed on Schedule A thereto (the "Initial Purchasers/Placement Agents''), which provides for the offering and sale (the "Offering'') of up to 4,400,000 shares (including the option granted to the Initial
Purchasers/Placement Agents) of common stock, par value $0.001 per share, of the Company ("Common Stock''). 


       B. In order to induce the investors who are purchasing the Common Stock in the Offering to purchase such Common Stock and the Initial Purchasers/Placement Agents to enter into the Purchase Agreement,
the Company has agreed to provide the registration rights provided for in this Agreement for the holders of Registrable Shares (as defined below). 


       C. The execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement. 


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


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


       Additional Mandatory Shelf Registration Statement: As defined in Section 2(b)(iv) herein. 


       Additional Shares: Shares of Common Stock or other securities issued in respect of the Shares by reason of or in connection with any stock dividend, stock
distribution, stock split, or similar issuance. 


       Agreement: As defined in the Introductory Paragraph of this Agreement. 


       Affiliate: As to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common
control with, the specified Person, (ii) any executive officer, director, trustee, managing member or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee,
managing member or general partner. For purposes of this definition, "control'' (including the correlative meanings of the terms "controlled by'' and "under common 














  control with''), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such
Person, whether by contract, through the ownership of voting securities, partnership interests, membership interests or other equity interests or otherwise. 


       Business Day: With respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions
in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. 


       Commission: The Securities and Exchange Commission. 


       Common Stock: As defined in Recital A hereof. 


       Company: As defined in the Introductory Paragraph of this Agreement, and any successor thereto. 


       Deutsche Bank: As defined in the Introductory Paragraph of this Agreement, and any successor thereto. 


       End of Suspension Notice: As defined in Section 5(b) hereof. 


       Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. 


       Holder: Each Participant and its direct or indirect transferees, so long as such Participant or transferee owns any Registrable Shares and, GSCP (NJ), L.P., and its
direct or indirect designees or transferees, so long as GSCP (NJ), L.P. or any such designee or transferee own any Management Agreement Shares. 


       Indemnified Party: As defined in Section 6(a) hereof. 


       IPO Registration Statement: As defined in Section 2 hereof. 


       Management Agreement: That certain agreement dated July 11, 2005 by and between the Company and GSCP (NJ), L.P. 


       Management Agreement Shares: The shares of Common Stock issued to GSCP (NJ), L.P. or its designees pursuant to Section 8 of the Management Agreement. 


       Mandatory Shelf Registration Statement: As defined in Section 2(a) hereof. 


       NASD: The National Association of Securities Dealers, Inc. 


       Offering: As defined in Recital A hereof.


       Participants: The purchasers in the Offering of: (i) the Regulation D Shares from the Company, including GSC Secondary Interest Fund, LLC, and (ii) Rule 144A Shares
and Regulation S Shares from the Initial Purchasers/Placement Agents. 

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       Person: An individual, partnership, corporation, limited liability company, trust, unincorporated organization, government or agency or political subdivision thereof,
or any other legal entity. 


       Prospectus: The prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such
prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. 


       Purchase Agreement: As defined in Recital A of this Agreement, as amended from time to time. 


       Registrable Shares: Each of the Shares, any Additional Shares and any Management Agreement Shares, upon original issuance thereof, and at all times subsequent thereto,
including upon the transfer thereof by the original holder or any subsequent holder, until the earliest to occur of: 


        (i) the date on which such Shares, Additional Shares or Management Agreement Shares have been sold pursuant to a Registration Statement or distributed to the public pursuant to Rule 144; 

        (ii) the date on which, in the opinion of counsel to the Company, such Shares, Additional Shares or Management Agreement Shares not held by Affiliates of the Company are sellable pursuant to
    subparagraph (k) of Rule 144; or 

        (iii) the date on which such Shares, Additional Shares or Management Agreement Shares are sold to the Company or any of its subsidiaries. 




       Registration Expenses: Any and all expenses incident to the performance of or compliance with this Agreement, including, without limitation: (i) all Commission,
securities exchange, NASD registration, listing, inclusion and filing fees including, if applicable, the fees and expenses of any "qualified independent underwriter'' (and its counsel) that is required to be retained by any holder of Registrable
Shares in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including, without limitation, any registration,
listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of the NASD), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares
on any securities exchange or the Nasdaq Stock Market pursuant to Section 4(m) of this Agreement, (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company (including, without limitation, the
expenses of any special audit and "cold comfort'' letters required by or incident to such performance), and reasonable fees and disbursements of one

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  counsel for the selling Holders to review the Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement, and, if the Company notifies the Holders pursuant to Section 2 (b) hereof of its intent to file an
IPO Registration Statement within one year of the date of this Agreement, the IPO Registration Statement, and (vi) any fees and disbursements customarily paid by issuers in issues and sales of securities (including the fees and expenses of any
experts retained by the Company in connection with any Registration Statement), provided, however, that Registration Expenses shall exclude brokers' or underwriters' discounts and
commissions and transfer taxes or transfer fees, if any, relating to the sale or disposition of Registrable Shares by a Holder and the fees and disbursements of any counsel to the Holders other than as provided for in subparagraph (v) above.



       Registration Statement: Any Shelf Registration Statement or the IPO Registration Statement (to the extent that it covers the resale of any Registrable Shares),
including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by
reference, if any, in such registration statement. 


       Regulation D: Regulation D (Rules 501-508) promulgated by the Commission under the Securities Act, as such rules may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such regulation. 


       Regulation D Shares: Shares initially sold by the Company in accordance with the Purchase Agreement in accordance with Regulation D and pursuant to the Subscription
Agreement (as defined in the Purchase Agreement). 


       Regulation S: Regulation S (Rules 901-905) promulgated by the Commission under the Securities Act, as such rules may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such regulation. 


       Regulation S Shares: Shares initially sold by the Company to the Initial Purchasers/Placement Agents and resold by the Initial Purchasers/Placement Agents to "non U.S.
persons'' in accordance with Regulation S in an "offshore transaction'' in accordance with Regulation S. 


       Rule 144: Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. 


       Rule 144A: Rule 144A promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. 


       Rule 144A Shares: Shares of Common Stock initially sold by the Company to the Initial Purchasers/Placement Agents and resold by the Initial Purchasers/Placement Agents
to "qualified institutional buyers'' (as such term is defined in Rule 144A). 

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       Rule 158: Rule 158 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. 


       Rule 415: Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. 


       Rule 424: Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. 


       Rule 429: Rule 429 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. 


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


       Shares: The Rule 144A Shares, the Regulation S Shares and the Regulation D Shares sold pursuant to the terms and conditions of the Purchase Agreement or the
Subscription Agreement (as defined in the Purchase Agreement). 


       Shelf Registration Statement: The Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement or any short-form registration statement filed
pursuant to Section 4(a) hereof. 


       Subsequent Shelf Registration Statement: As defined in Section 2(d) hereof. 


       Suspension Event: As defined in Section 5(b) hereof. 

     Suspension Notice: As defined in
      Section 5(b) hereof. 

     Trigger Date: As defined in Section
      2(a) hereof. 


       Underwritten Offering: A sale of securities of the Company to an underwriter or underwriters for reoffering to the public. 


  2. Registration Rights.


       (a) Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to file with the
Commission as soon as reasonably practicable but in no event later than 181 days from the date hereof (subject to an extension of up to 29 days if our board of directors determines, in good faith, that such extension is necessary or appropriate), a
registration statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (including for the
avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, including the Prospectus,

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  amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if
any, in such registration statement, the "Mandatory Shelf Registration Statement''). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as
promptly as practicable following such filing, and for this purpose, the Company shall be entitled to consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the
effect that the effectiveness of the Mandatory Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Mandatory Shelf Registration Statement shall provide for the resale from time to
time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering or a sale through brokers or agents), by the Holders of any and all Registrable Shares. 


       In the event the Mandatory Shelf Registration Statement is not filed with the Commission within 181 days from the date hereof (subject to an extension of up to 29 days if our board of directors
determines, in good faith, that such extension is necessary or appropriate) (the "Trigger Date''), GSCP (NJ), L.P. shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and
after the Trigger Date until the Mandatory Shelf Registration Statement is filed and the Company shall defer all incentive management fee payments to be paid to GSCP (NJ), L.P. pursuant to the Management Agreement from and after the Trigger Date
until the Mandatory Shelf Registration Statement is filed. 


       (b) IPO Registration. If, prior to the Mandatory Shelf Registration Statement being declared effective by the
Commission, the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of shares of Common Stock (such registration statement, including the Prospectus,
amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such
registration statement, the "IPO Registration Statement''), the Company shall notify each Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five (5) Business
Days after such filing, and afford each Holder an opportunity to include in such IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in any such IPO Registration Statement
all or part of the Registrable Shares held by such Holder shall, within twenty (20) days after receipt of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of
Registrable Shares such Holder wishes to include in such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in such IPO Registration Statement will not affect the inclusion of such Registrable Shares in the
Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time, the Company shall have the right to remove from the Mandatory Shelf Registration Statement the Registrable
Shares sold pursuant to the IPO Registration Statement. 


        (i) Right to Terminate IPO Registration. At any time, the Company shall have the right to terminate or
    withdraw any IPO Registration Statement referred to in this 




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    Section 2(b) prior to its effectiveness, whether or not any Holder has elected to include Registrable Shares in such registration; provided, however, the Company must
    provide each Holder that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination. Furthermore, in the event the IPO Registration Statement is not declared effective within ninety (90)
    days following the initial filing of the IPO Registration Statement, the Company shall promptly provide a new written notice to all Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration
    Statement. Each Holder receiving such notice shall have the same election rights afforded such Holder as described in clause (b) above. 

        (ii) Underwriting. The Company shall notify the Holders of the identity of the managing underwriters for the
    Underwritten Offering proposed under the IPO Registration Statement as provided above. The right of any such Holder's Registrable Shares to be included in any IPO Registration Statement pursuant to this Section 2 (b) shall be conditioned upon such
    Holder's participation in such Underwritten Offering and the inclusion of such Holder's Registrable Shares in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such
    Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities
    escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as
    are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be
    included, then the managing underwriters may exclude shares (including Registrable Shares) from the IPO Registration Statement and the Underwritten Offering and any shares of Common Stock included in the IPO Registration Statement and the
    Underwritten Offering shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Shares then held by each such Holder which is requesting inclusion. If any Holder disapproves of the terms of any Underwritten Offering, such Holder may elect to withdraw therefrom by
    written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement, provided, that if, in the opinion of counsel for the Company, such withdrawal would
    necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to have delivered such written notice at least twenty (20) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares
    excluded or withdrawn from such Under-written Offering shall be excluded and withdrawn from the IPO Registration Statement. 

        (iii) Hold-Back Agreement. By electing to include Registrable Shares in the IPO Registration Statement, if
    any, each Holder shall be deemed to have agreed not to effect any sale or distribution of securities of the Company of the same or similar class or 




  
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    classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities
    Act, during such periods as reasonably requested (but in no event for a period longer than one-hundred eighty (180) days following the effective date of the IPO Registration Statement, provided that each of the executive officers and directors of
    the Company and GSCP (NJ), L.P. that hold shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period
    required of the Holders hereunder) by the representatives of the underwriters of the Underwritten Offering pursuant to the IPO Registration Statement. 

        (iv) Registrable Shares Not Sold Under IPO Registration Statement. If (w) the Company terminates or withdraws
    the IPO Registration Statement prior to its effectiveness or the distribution of all Registrable Shares, if any, registered thereunder, (x) the underwriters exercise their right pursuant to Section 2(b)(ii) of this Agreement to exclude any
    Registrable Shares from the IPO Registration Statement, (y) any Holder elects to withdraw or not to include any Registrable Shares in the IPO Registration Statement, or (z) any Registrable Shares are otherwise not registered under and distributed
    pursuant to the IPO Registration Statement, then the Company shall file the Mandatory Shelf Registration Statement (if not previously filed) or an additional shelf registration statement (including the Prospectus, amendments and supplements to such
    registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement) (an "Additional
    Mandatory Shelf Registration Statement) relating to any Registrable Shares not registered under and distributed pursuant to an IPO Registration Statement as soon as practicable, but in no event later than (a) in the case of the withdrawal or
    abandonment of the offering pursuant to the IPO Registration Statement, the date which is thirty (30) days after the earlier of the withdrawal or abandonment of the offering pursuant to the IPO Registration Statement or (b) the date ninety (90) days
    after the consummation of the offering pursuant to the IPO Registration Statement. 




       (c) Expenses. The Company shall pay all Registration Expenses in connection with the registration of the
Registrable Shares pursuant to this Agreement. Each Holder participating in a registration pursuant to this Section 2 shall bear such Holder's proportionate share (based on the total number of Registrable Shares sold in such registration) of all
discounts and commissions payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Shares pursuant to this Agreement and any other expense of the Holders not specifically allocated
to the Company pursuant to this Agreement relating to the sale or disposition of such Holder's Registrable Shares pursuant to any Registration Statement. 


       (d) Subsequent Shelf Registration for Additional Shares Issued after Effectiveness of the Mandatory Shelf Registration
Statement. If any Additional Shares are issued or distributed to Holders after the effectiveness of the Mandatory Shelf Registration Statement, or such Additional Shares were otherwise not included in a prior
Registration Statement, then the Company shall as soon as reasonably practicable file an additional shelf registration statement (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by reference

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  or deemed to be incorporated by reference, if any, in such registration statement, a "Subsequent Shelf Registration Statement'') covering such Additional Shares on behalf of the Holders thereof in the same manner, and subject to
the same provisions in this Agreement as the Mandatory Shelf Registration Statement, provided that the provisions of Section 2(a) or 2(b) hereof will not apply to any such Subsequent Shelf Registration Statement. 


       3. Rules 144 and 144A Reporting.


       With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Shares to the public without registration, the Company
agrees to, so long as any Holder owns any Registrable Shares: 


       (a) at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its
securities to the general public, use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act; 


       (b) use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required to be filed
by the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and 


       (c) if the Company is not required to file reports and other documents under the Securities Act and the Exchange Act, it will make available
other information as required by, and so long as necessary to permit sales of Registrable Shares pursuant to, Rule 144A and in any event shall provide to each Holder a copy of: 


        (i) the Company's annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of
    stockholders' equity and statements of cash flows) prepared in accordance with U.S. generally accepted accounting principles, accompanied by an audit report of the Company's independent accountants, no later than ninety (90) days after the end of
    each fiscal year of the Company, and 

        (ii) the Company's unaudited quarterly financial statements (including at least balance sheets, statements of profit and loss, statements of
    stockholders' equity and statements of cash flows) prepared in a manner consistent with the preparation of the Company's annual financial statements, no later than forty-five (45) days after the end of each fiscal quarter of the Company. 

  
    4. Registration Procedures.




       In connection with the obligations of the Company with respect to any registration pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect or cause to be
effected the registration of the Registrable Shares under the Securities Act to permit the resale of such Registrable Shares by the Holder or Holders in accordance with the Holders' intended method or methods of resale and distribution (which
methods shall be commercially reasonable), and the Company shall: 

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       (a) prepare and file with the Commission, as specified in this Agreement, a Shelf Registration Statement, which Shelf Registration Statement
shall comply in all material respects as to form with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and use its commercially reasonable efforts to cause such Shelf
Registration Statement to become effective as promptly as practicable following such filing and to remain effective, subject to Section 5 hereof, until the date on which no Holders hold Registrable Shares, provided,
however, that if the Company has an effective Shelf Registration Statement on Form S-11 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement under the Securities
Act, the Company may, upon 30 Business Days' prior written notice to all Holders of Registrable Shares, register any Registrable Shares registered but not yet distributed under the effective Shelf Registration Statement on such a short-form shelf
registration statement (which shall thereupon constitute a Shelf Registration Statement hereunder) and, once such short-form Shelf Registration Statement is declared effective, de-register such Registrable Shares under the previous Registration
Statement or transfer filing fees from the previous Registration Statement pursuant to Rule 429; 


       (b) subject to Section 4(i) hereof, (i) prepare and file with the Commission such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the period described in Section 4(a) hereof, (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and
as so supplemented to be filed pursuant to Rule 424, and (iii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance
with the method or methods of distribution set forth in the "Plan of Distribution'' section of the Prospectus; 


       (c) furnish to the Holders, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; the Company consents, subject to Section 5, to the lawful use of such
Prospectus, including each preliminary Prospectus, by the Holders, if any, in connection with the offering and sale of the Registrable Shares covered by any such Prospectus; 


       (d) use its commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable
Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or "blue sky'' laws of such domestic United States jurisdictions as the Representative or any Holder covered by a
Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to Section 4(a) and do any and
all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares covered by the Registration Statement; provided, however, that the Company shall not be required to take any action to comply with this Section 4(d) if it would require the Company or any of its subsidiaries to (i) qualify generally to do
business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 4(d) and except as may be required by the Securities Act, (ii) subject itself to taxation
in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction; 

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       (e) use its commercially reasonable efforts to cause all Registrable Shares covered by such Registration Statement to be registered and
approved by such other domestic governmental agencies or authorities, if any, as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Shares; provided, however, that the Company shall not be required to take any action to comply with this Section 4(e) if it would require the Company or any of its subsidiaries to (i) qualify generally to do business in any jurisdiction or to register as a
broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 4(e) and except as may be required by the Securities Act, (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the
general service of process in any such jurisdiction; 


       (f) notify the Representative and each Holder with Registrable Shares covered by a Registration Statement promptly and, if requested by the
Representative or any such Holder, confirm such advice in writing at the address determined in accordance with Section 9(b) , (i) when such Registration Statement has become effective and when any post-effective amendments thereto become effective
or upon the filing of a supplement to any prospectus, (ii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for
that purpose, (iii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related Prospectus or for additional information, and (iv) of the happening of
any event during the period such Registration Statement is effective as a result of which such Registration Statement or the related Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or, in the case of the Prospectus, contains any untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (which information shall be accompanied by an instruction to suspend the use of the Registration
Statement and the Prospectus (such instruction to be provided in the same manner as a Suspension Notice) until the requisite changes have been made, at which time notice of the end of suspension shall be delivered in the same manner as an End of
Suspension Notice); 


       (g) during the period of time referred to in Section 4(a) above, use its commercially reasonable efforts to avoid the issuance of, or if
issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of the Shelf Registration Statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any
jurisdiction, as promptly as practicable; 


       (h) upon request, furnish to each requesting Holder with Registrable Shares covered by a Registration Statement, without charge, at least one
(1) conformed copy of such Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); 


       (i) except as provided in Section 5, upon the occurrence of any event contemplated by Section 4(f)(iv) hereof, use its commercially reasonable
efforts to promptly prepare a supplement or post-effective amendment to the Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Shares, such Prospectus will not contain 

11

  










  any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and,
upon request, promptly furnish to each requesting Holder a reasonable number of copies each such supplement or post-effective amendment; 


       (j) if requested by the representative of the underwriters, if any, or any Holders of Registrable Shares being sold in connection with an
Underwritten Offering, (i) as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment such material information as the representative of the underwriters, if any, or such Holders indicate in writing relates to them
and (ii) use its commercially reasonable efforts to make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received written notification of the matters to be incorporated
in such Prospectus supplement or post-effective amendment; 


       (k) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement in customary form and
reasonably satisfactory to the Company) and take all other reasonable action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Registration Statement and, in the case of an
Underwritten Offering, make representations and warranties to the Holders of Registrable Shares covered by such Registration Statement and to the underwriters in such form and scope as are customarily made by issuers to selling stockholders and
underwriters in underwritten offerings, respectively, and confirm the same to the extent customary if and when requested; 


       (l) use its commercially reasonable efforts to make available for inspection by one representative appointed by the Holders of a majority of
the Registrable Shares covered by a Registration Statement and, with respect to an Underwritten Offering, the representative of any underwriters participating in any disposition pursuant to a Registration Statement and one law firm retained by each
representative of such Holders or underwriters, respectively, during normal business hours and upon reasonable notice, all financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers,
directors and employees of the Company to supply all information reasonably requested by any such representative of the Holders, the representative of the underwriters or counsel thereto in connection with a Registration Statement; provided, however, that such records, documents or information that the Company determines, in good faith, to be confidential and notifies such representative of the Holders, representative of the
underwriters or counsel thereto are confidential shall not be disclosed by the representative of the Holders, representative of the underwriters or counsel thereto unless (i) the disclosure of such records, documents or information is necessary to
avoid or correct a material misstatement or omission in a Registration Statement or Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or
(iii) such records, documents or information have been generally made available to the public by the Company; provided, further, that to the extent practicable, the foregoing inspection and
information gathering shall be coordinated on behalf of the Holders and the other parties entitled thereto by one law firm designated by and on behalf of the Holders and the other parties, which counsel the Company reasonably determines to be
acceptable; 

12

  










       (m) use its commercially reasonable efforts (including, without limitation, seeking to cure in the Company's listing or inclusion application
any deficiencies cited by the exchange or market) to list or include all Registrable Shares on the New York Stock Exchange or the Nasdaq Stock Market; 


       (n) use its commercially reasonable efforts to prepare and file in a timely manner all documents and reports required by the Exchange Act and,
to the extent the Company's obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of the Registration Statement as required by Section 4(a) hereof, the Company shall
register the Registrable Shares under the Exchange Act and shall maintain such registration through the effectiveness period required by Section 4(a) hereof; 


       (o) provide a CUSIP number for all Registrable Shares, not later than the effective date of the Registration Statement; 


       (p) (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, (ii) make
generally available to its stockholders, as soon as reasonably practicable, earnings statements covering at least twelve (12) months that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 (or any similar rule promulgated
under the Securities Act) thereunder, no later than ninety (90) days after the end of each fiscal year of the Company and (iii) delay the effectiveness of any Registration Statement to which any Holder of Registrable Shares covered by such
Registration Statement shall have, based upon the written opinion of counsel, objected on the grounds that such Registration Statement does not comply in all material respects with the requirements of the Securities Act, such Holder having been
furnished with a copy thereof at least two (2) Business Days prior to the effectiveness thereof, provided that the Company may request effectiveness of such Registration Statement following
such time as the Company shall have used its commercially reasonable efforts to resolve any such issue with the objecting Holder and shall have advised the Holder in writing of its reasonable belief that such filing complies with the requirements of
the Securities Act; 


       (q) provide and cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement from and
after a date not later than the effective date of such Registration Statement; 


       (r) in connection with any sale or transfer of the Registrable Shares (whether or not pursuant to a Registration Statement) that will result in
the security being delivered no longer being Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to
be sold, which certificates shall not bear any transfer restrictive legends (other than as required by the Company's charter) and to enable such Registrable Shares to be in such denominations and registered in such names as the representative of the
underwriters, if any, or the Holders may reasonably request at least three (3) Business Days prior to any sale of the Registrable Shares; 


       (s) upon effectiveness of the first Registration Statement filed by the Company, the Company will take such actions and make such filings as
are necessary to effect the registration of 


  13














  the Common Stock under the Exchange Act simultaneously with or as soon as practicable following the effectiveness of the Registration Statement; 


       (t) in the case of an Underwritten Offering, use its commercially reasonable efforts to furnish or cause to be furnished to each Holder and the
underwriters a signed counterpart, addressed to the Holders and the underwriters, of: (i) an opinion of counsel for the Company, dated the date of each closing under the underwriting agreement, in customary form reasonably acceptable to the Company
and counsel for the Company; and (ii) a "comfort'' letter, dated the effective date of such Registration Statement and the date of each closing under the underwriting agreement, signed by the independent public accountants who have certified the
Company's financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the Prospectus included therein) and with respect to events subsequent to the date of
such financial statements, as are customarily covered in accountants' letters delivered to underwriters in Underwritten Offerings of securities and such other financial matters as such Holder and the underwriters may reasonably request and
customarily obtained by underwriters in Underwritten Offerings; 


       (u) in the case of an Underwritten Offering, use its commercially reasonable efforts to cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence investigation by any underwriter and its counsel (including any "qualified independent underwriter,'' if applicable) that is required to be retained in accordance with the rules and
regulations of the NASD). 


       The Company may require the Holders to furnish to the Company such information regarding the proposed distribution by such Holder as the Company may from time to time reasonably request in writing or
as shall be required to effect the registration of the Registrable Shares and no Holder shall be entitled to be named as a selling stockholder in any Registration Statement and no Holder shall be entitled to use the Prospectus forming a part thereof
if such Holder does not provide such information to the Company. Any Holder that sells Registrable Shares pursuant to a Registration Statement or as a selling stockholder pursuant to an Underwritten Offering shall be required to be named as a
selling stockholder in the related prospectus and to deliver a prospectus to purchasers. Each Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished
by such Holder not misleading. 


       Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f)(ii), 4(f)(iii) or 4(f)(iv) hereof, such Holder will immediately
discontinue disposition of Registrable Shares pursuant to a Registration Statement until such Holder's receipt of copies of the supplemented or amended Prospectus. If so directed by the Company, such Holder will deliver to the Company (at the
reasonable expense of the Company) all copies in its possession, 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. 


       5. Black-Out Period.

14

  










       (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use
of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions) , if a Suspension Event (as defined below) occurs. If the Company elects to
suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Representative as provided for herein and by written notice as provided for herein (a "Suspension
Notice''), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event
has ended. A Suspension Event shall be deemed to have occurred if: (i) the representative of the underwriters of an Underwritten Offering of Common Stock has advised the Company that the offer or sale of Registrable Shares pursuant to the
Registration Statement would have a material adverse effect on the Company's Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Shares would materially impede,
delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith,
that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the
Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with
respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the
Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interests, as
applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than
forty-five (45) consecutive days or for more than an aggregate of ninety (90) days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all
commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the
post-effective amendment.


       (b) If the Company gives a Suspension Notice to the Holders to suspend sales of the Registrable Shares following a Suspension Event, the
Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as
defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus covering the Registrable Shares at
the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) upon delivery by the Company of notice that the Suspension Event or its
potential effects are no longer continuing (an "End of Suspension Notice''), which End of Suspension Notice shall be given by the Company to the Holders and the 

15

  










  Representative in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. 


       (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 5 (or a
suspension instruction pursuant to Section 4(f)), the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the
period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice (or similar notice pursuant to Section 4(f)) and copies of the supplemented or amended Prospectus
necessary to resume sales; provided that such period of time shall not be extended beyond the date that securities are no longer Registrable Shares. 


       6. Indemnification and Contribution.


       (a) The Company agrees to indemnify and hold harmless (i) each Initial Purchaser/Placement Agent and each Holder, (ii) each person, if any, who
controls an Initial Purchaser/Placement Agent or a Holder within the meaning of the Securities Act or the Exchange Act and (iii) the respective officers, directors, partners, employees, representatives and agents of each Initial Purchaser/Placement
Agent and each Holder or any person who controls any of the foregoing (each person referred to in clause (i), (ii) or (iii) are referred to collectively as the "Indemnified Parties''), from and against any losses, claims, damages or liabilities,
joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, judgments, expenses, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may
become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, judgments, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in such Registration Statement or Prospectus including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary Prospectus relating to such Registration Statement, or
arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties
for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in
such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus relating to such Registration Statement in reliance upon and in conformity with written information pertaining to such Holder or
furnished to the Company by or on behalf of such Holder or any participating underwriter specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary
Prospectus relating to such Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the
Shares or Additional Shares concerned, to the extent that a prospectus relating to such Shares or Additional Shares was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim,
damage or liability results from the fact 

16

  










  that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Shares or Additional Shares to such person, a copy of the final Prospectus if the Company had previously furnished copies
thereof to such Holder, and (iii) in the case of a Suspension Event, the Company shall not be liable for any loss, claim, damage or liability resulting from a sale of Shares or Additional Shares by any Holder occurring prior to delivery by the
Company of an End of Suspension Notice; provided, further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with
respect to the indemnification of the Holders if requested by such Holders. 


       (b) In connection with any Registration Statement in which a Holder is participating and as a condition to such participation, each Holder,
severally and not jointly, will indemnify and hold harmless the Company, its officers, directors, partners, employees, representatives, agents and investment advisers and each person, if any, who controls any of the foregoing within the meaning of
the Securities Act or the Exchange Act (the "Company Indemnified Persons'') from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in such Registration
Statement or Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus relating to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder or furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred,
the Company or any Company Indemnified Person for any legal or other expenses reasonably incurred by the Company or such Company Indemnified Person in connection with investigating or defending any loss, claim, damage, liability or action in respect
thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any Company Indemnified Person. Notwithstanding any other provision of this Section 6(b), the Holders shall not be required
to contribute any amount in excess of the amount of the net proceeds received by such Holders from the sale of the Shares or Additional Shares pursuant to such Registration Statement. 


       (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and
  provided, further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the 

17

  










  commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party (who may, unless in the reasonable judgment of counsel to the indemnifying party a potential conflict of interest exists, be counsel to the indemnifying party), and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses, other than reasonable costs and expenses
incurred at the request of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes any unconditional release of such indemnified party from all liability on any claims that are the subject matter of
such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 


       (d) If the indemnification provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection
(a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 6(d), the Holders shall not be required to contribute any amount in excess of the amount of the net proceeds received by such Holders from the sale of the Shares or Additional Shares pursuant to
such Registration Statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 


       (e) The agreements contained in this Section 6 shall survive the sale of the Shares or Additional Shares pursuant to such Registration
Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

18

  










       7. Market Stand-off Agreement.


       Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell (including without limitation any short sale), grant any option, right or warrant for the sale of or otherwise transfer or dispose of any Registrable Shares or other
shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder (other than to donees, partners or other transferees of the Holder who agree
to be similarly bound) for a period of up to (i) 180 days following the effective date of the IPO Registration Statement of the Company filed under the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the Company
pursuant to a Shelf Registration Statement of the Company filed under the Securities Act; provided, however, that: 


       (a) with respect to the 180-day restriction that follows the effective date of the IPO Registration Statement and the 60-day period that
follows the date of an Underwritten Offering pursuant to a Shelf Registration Statement, such agreement shall not be applicable to Registrable Shares sold pursuant to such IPO Registration Statement or Shelf Registration Statement, as the case may
be; 


       (b) all executive officers and directors of the Company and GSCP (NJ), L.P. then holding shares of Common Stock or securities convertible into
or exchangeable or exercisable for shares of Common Stock of the Company shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and 


       (c) the Holders shall be allowed any concession or proportionate release allowed to any executive officer or director that entered into similar
agreements. 


       In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and to impose stop
transfer instructions with respect to the Registrable Shares and such other securities of each Holder (and the securities of every other Person subject to the foregoing restriction) until the end of such period. 


       8. Termination of the Company's Obligations. 


       The Company shall have no further obligations pursuant to this Agreement at such time as no Registrable Shares are outstanding, provided, however, that the Company's obligations under Sections 3, 6 and 9 of this Agreement shall remain in full force and effect following such time. 


       9. Miscellaneous.


       (a) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and Holders beneficially owning not less than fifty percent (50%) of the then
outstanding Registrable Shares. Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof with respect to a matter that relates exclusively to the rights 

19

  










  of a Holder whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders may be given by such Holder; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. 


       (b) Notices. All notices and other communications, provided for or permitted hereunder shall be made in
writing and delivered by facsimile (with receipt confirmed), overnight courier or registered or certified mail, return receipt requested, or by telegram: 


        (i) if to a Holder, at the most current address given by the transfer agent and registrar of the Common Stock to the Company; 

        (ii) if to the Company, at the offices of the Company at 500 Campus Drive, Suite 220, Florham Park, NJ, 07932; and 

        (iii) if to the Representative, c/o Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, attention: Equity Capital Markets.
  




       (c) Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto and shall inure to the benefit of each Holder. The Company agrees that the Holders shall be third-party beneficiaries to the agreements made hereunder by the Initial
Purchasers/Placement Agents and the Company, and each Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder; provided, however, that no Holder shall have the right to enforce such agreements unless and until such Holder fulfills all of its obligations hereunder. 


       (d) Stock Legend. In addition to any other legend that may appear on the stock certificates evidencing the
Registrable Shares, for so long as any Shares or Additional Shares remain Registrable Shares, each stock certificate evidencing such Registrable Shares shall contain a legend to the following effect: "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO AND ENTITLED TO THE BENEFITS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED JULY 11, 2005.'' 


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


       (f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


       (g) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or

20

  










  restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable. 


       (h) Entire Agreement. This Agreement, together with the Purchase Agreement, is intended by the parties hereto
as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. 


       (i) Registrable Shares Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a
specified percentage of Registrable Shares is required hereunder, Registrable Shares held by the Company or its Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.



       (j) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the provisions of this Agreement. All references made in this Agreement to "Section'' refer to such Section of this Agreement, unless expressly stated otherwise. 


       (k) Attorneys' Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where
any provision hereof is validly asserted as a defense, the prevailing party, as determined by the court, shall be entitled to recover its reasonable attorneys' fees in addition to any other available remedy. 


  [Remainder of this Page Intentionally Left Blank]

21

  










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

	 	
      GSC CAPITAL CORP.
          
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
      By:
        	          /s/ Frederick Horton
        
		
        	
      

        
		

        	          Name: Frederick Horton
        
		

        	          Title: Chief Executive Officer
        
	 	 
	 	 
	 	
      DEUTSCHE BANK SECURITIES INC., for itself
        
		

        	
      and as Representative of the other Initial
        
		

        	
      Purchasers/Placement Agents and on behalf of
        
		

        	
      the Holders
        
	 	 	 	 
	 	 	 	 
	 	
      By:
          	
       DEUTSCHE BANK SECURITIES INC.
      
	 	 	 	 
	 	 	 	 
	 	
      By:
        	
       /s/ Will Addas
        
		
        	
      

        
		

        	
       Name: Will Addas
        
		

        	
       Title: Managing Director
        
	 	 	 	 
	 	 	 	 
	 	
      By:
        	/s/ Brad Miller
		
        	
      

        
		

        	
      Name: Brad Miller
        
		

        	
      Title: Director
        
	 	 
	 	 
	 	
      GSCP (NJ), L.P.
          
	 	 	 	 
	 	
      By:
          	
       GSCP (NJ), Inc., its general partner
      
	 	 	 	 
	 	 	 	 
	 	
      By: 	/s/ David L. Goret
	 	 
        	

		

        	
      Name:
      David L. Goret
		

        	
      Title:
      Managing Director and Secretary