Exhibit 10.3**REGISTRATION RIGHTS AGREEMENT**     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2006,is entered into by and between Cal Dive International, Inc., a Delaware corporation (including itssuccessors, the “Company”), and Helix Energy Solutions Group, Inc., a Minnesota corporation(“Helix”).**RECITALS**     WHEREAS, the Company and Helix are parties to that certain Master Agreement dated as ofDecember 8, 2006 (the “Master Agreement”);     WHEREAS, pursuant to the Company’s Amended and Restated Certificate of Incorporation, theCompany is authorized to issue up to 240 million shares of common stock, par value $.01 per share(the “Common Stock”);     WHEREAS, the Company has filed and obtained the effectiveness of a Registration Statement withthe Securities and Exchange Commission on Form S-1 (the “Registration Statement”) inconnection with the initial public offering (the “IPO”) of approximately 22.1 millionshares of its Common Stock;     WHEREAS, following the IPO, Helix will own approximately 61,506,691 shares of Common Stock;and     WHEREAS, the Company has agreed to provide Helix with the registration rights specified inthis Agreement following the IPO with respect to any shares of Common Stock held by Helix or anyother Holder on the terms and subject to the conditions set forth herein.     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter containedand for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:**ARTICLE 1****DEFINITIONS**     1.1 Definitions. Capitalized terms used in this Agreement and not otherwise definedherein shall have the meanings ascribed to such terms in the Master Agreement. The following termsshall have the meanings set forth in this Section 1.1:     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similarfederal 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 toeffect the acquisition of, or combination with, another Person.
 

 
     “Holder” means (i) Helix and (ii) any direct or indirect transferee of Helix who shallbecome a party to this Agreement in accordance with Section 2.9 and has agreed in writingto be bound by the terms of this Agreement.     “Person” or “persons” means any individual, corporation, partnership, limitedliability company, joint venture, association, joint-stock company, trust, unincorporatedorganization or government or other agency or political subdivision thereof.     “Register,” “registered” and “registration” refer to a registrationeffected 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 thedate hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant toSection 3.1, no longer have registration rights hereunder shall not be consideredRegistrable 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 thetime administering the Securities Act.     “Securities Act” means the Securities Act of 1933, as amended, or any similar federalstatute, and the rules and regulations promulgated by the SEC thereunder.     1.2 Other Terms. For purposes of this Agreement, the following terms have themeanings set forth in the section or agreement indicated.   Term SectionAdverse Effect Section 2.1.5Advice Section 2.6Affiliate Master AgreementAgreement Introductory ParagraphCCU Introductory ParagraphCommon Stock RecitalsCompany Introductory ParagraphDemand Registration Section 2.1.1(a)Demanding Shareholders Section 2.1.1(a)Demand Request Section 2.1.1(a)Inspectors Section 2.5(xiii)IPO RecitalsMaster Agreement RecitalsMajority Holders Section 2.1.3NASD Section 2.5(q)No-Black-Out Period Section 2.1.6(b)Piggyback Registration Section 2.2.1Records Section 2.5(xiii)
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   Term SectionRegistration Statement RecitalsRequired Filing Date Section 2.1.1(b)Seller Affiliates Section 2.8.1Shelf Registration Section 2.1.2Suspension 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 thesingular;     (4) provisions apply to successive events and transactions; and     (5) “herein,” “hereof” and other words of similar import refer to this Agreement as awhole 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 shallhave 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 apublic offering of all or part of its or their Registrable Shares (a “DemandRegistration”), by delivering to the Company written notice stating that suchright is being exercised, naming, if applicable, the Holders whose RegistrableShares are to be included in such registration (collectively, the “DemandingShareholders”), specifying the number of each such Demanding Shareholder’sRegistrable Shares to be included in such registration and, subject to Section2.1.3 hereof, describing the intended method of distribution thereof (a“Demand Request”). The IPO Registration Statement shall not constitute aDemand Registration for any purpose under this Agreement.(b) Each Demand Request shall specify the aggregate number of Registrable Sharesproposed to be sold. Subject to Section 2.1.6, the Company shall file theregistration statement in respect of a Demand Registration as soon as practicableand, 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
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same to be declared effective by the SEC as promptly as practicable after suchfiling; provided, however, that:(i) the Company shall not be obligated to effect a Demand Registrationpursuant to Section 2.1.1(a) (A) within 60 days after the effectivedate of a previous Demand Registration, other than a Shelf Registrationpursuant to this Article 2, or (B) within 180 days after theeffective date of the IPO Registration Statement;(ii) the Company shall not be obligated to effect a Demand Registrationpursuant to Section 2.1.1(a) unless the Demand Request is for anumber 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 Section2.1.1(a) (A) more than two Demand Registrations during the first 12months following the date hereof or (B) more than three Demand Registrationsduring any 12-month period thereafter.     2.1.2 Shelf Registration. With respect to any Demand Registration, theRequesting Holders may request the Company to effect a registration of the Common Stockunder a registration statement pursuant to Rule 415 under the Securities Act (or anysuccessor rule) (a “Shelf Registration”).     2.1.3 Selection of Underwriters. At the request of Requesting Holdersrepresenting a majority of shares subject to the Demand Registration (“MajorityHolders”), the offering of Registrable Shares pursuant to a Demand Registration shall bein the form of a “firm commitment” underwritten offering. The Majority Holders shall selectthe investment banking firm or firms to manage the underwritten offering, provided that suchselection shall be subject to the consent of the Company, which consent shall not beunreasonably withheld or delayed. No Holder may participate in any registration pursuant toSection 2.1.1 unless such Holder (x) agrees to sell such Holder’s Registrable Shareson the basis provided in any underwriting arrangements described above and (y) completes andexecutes all questionnaires, powers of attorney, indemnities, underwriting agreements andother documents reasonably required under the terms of such underwriting arrangements;provided, however, that no such Holder shall be required to make any representations orwarranties in connection with any such registration other than representations andwarranties as to (a) such Holder’s ownership of his or its Registrable Shares to betransferred free and clear of all liens, claims, and encumbrances, (b) such Holder’s powerand authority to effect such transfer, and (c) such matters pertaining to compliance withsecurities laws as may be reasonably requested; provided, further, however, that theobligation of such Holder to indemnify pursuant to any such underwriting arrangements shallbe several, not joint and several, among such Holders selling Registrable Shares, and theliability of each such Holder will be in proportion thereto, and provided, further, thatsuch liability will be limited to the net amount received by such Holder from the sale ofhis or its Registrable Shares pursuant to such registration.
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     2.1.4 Rights of Nonrequesting Holders. Upon receipt of any Demand Request, theCompany shall promptly (but in any event within ten (10) days) give written notice of suchproposed Demand Registration to all other Holders, who shall have the right, exercisable bywritten notice to the Company within twenty (20) days of their receipt of the Company’snotice, to elect to include in such Demand Registration such portion of their RegistrableShares as they may request. All Holders requesting to have their Registrable Sharesincluded in a Demand Registration in accordance with the preceding sentence shall be deemedto be “Requesting Holders” for purposes of this Section 2.1.     2.1.5 Priority on Demand Registrations. No securities to be sold for theaccount of any Person (including the Company) other than a Requesting Holder shall beincluded in a Demand Registration unless the managing underwriter or underwriters shalladvise the Requesting Holders in writing that the inclusion of such securities will notadversely affect the price, timing or distribution of the offering or otherwise adverselyaffect its success (an “Adverse Effect”). Furthermore, if the managing underwriteror underwriters shall advise the Requesting Holders that, even after exclusion of allsecurities of other Persons pursuant to the immediately preceding sentence, the amount ofRegistrable Shares proposed to be included in such Demand Registration by Requesting Holdersis sufficiently large to cause an Adverse Effect, the Registrable Shares of the RequestingHolders to be included in such Demand Registration shall equal the number of shares whichthe Requesting Holders are so advised can be sold in such offering without an Adverse Effectand such shares shall be allocated pro rata among the Requesting Holders on the basis of thenumber of Registrable Shares requested to be included in such registration by each suchRequesting Holder.     2.1.6 Deferral of Filing.(a) The Company may defer the filing (but not the preparation) of a registrationstatement 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 theDemand Request, the Company or any of its Subsidiaries are engaged in confidentialnegotiations or other confidential business activities, disclosure of which would berequired in such registration statement (but would not be required if suchregistration statement were not filed), and the board of directors of the Company ora committee of the board of directors of the Company determines in good faith thatsuch disclosure would be materially detrimental to the Company and its shareholders,or (ii) prior to receiving the Demand Request, the Company had determined to effecta registered underwritten public offering of the Company’s securities for theCompany’s account and the Company had taken substantial steps (including, but notlimited to, selecting a managing underwriter for such offering) and is proceedingwith reasonable diligence to effect such offering. A deferral of the filing of aregistration statement pursuant to this Section 2.1.6 shall be lifted, andthe requested registration statement shall be filed immediately, if, in the case ofa deferral pursuant to clause (i) of the preceding sentence, the negotiations orother activities are disclosed or terminated, or, in the case of a deferral pursuantto clause (ii) of the preceding sentence, the proposed registration for theCompany’s account is abandoned. In order to defer the filing
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of a registration statement pursuant to this Section 2.1.6, the Companyshall promptly (but in any event within ten (10) days), upon determining to seeksuch deferral, deliver to each Requesting Holder a certificate signed by anexecutive officer of the Company stating that the Company is deferring such filingpursuant to this Section 2.1.6 and a general statement of the reason forsuch deferral and an approximation of the anticipated delay. Within twenty (20)days after receiving such certificate, the Majority Holders for which registrationwas previously requested may withdraw such Demand Request by giving notice to theCompany; if withdrawn, the Demand Request shall be deemed not to have been made forall purposes of this Agreement. The Company may defer the filing of a particularregistration statement pursuant to this Section 2.1.6(a) only once.(b) Notwithstanding Section 2.1.6(a), with respect to two DemandRegistrations only, if Helix or any Affiliate thereof makes a request for any suchDemand Registration, the Company shall not have the right under Section2.1.6(a) to defer the filing of such registration or to not file suchregistration statement during the period from and including the date of thisAgreement 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 ofits equity securities (other than pursuant to an Excluded Registration or the IPORegistration) under the Securities Act for sale to the public (whether for the account ofthe Company or the account of any security holder of the Company) (a “PiggybackRegistration”), the Company shall give prompt written notice to each Holder ofRegistrable Shares (which notice shall be given not less than twenty (20) days prior to theanticipated filing date of the Company’s registration statement), which notice shall offereach such Holder the opportunity to include any or all of its Registrable Shares in suchregistration statement, subject to the limitations contained in Section 2.2.2hereof. Each Holder who desires to have its Registrable Shares included in suchregistration statement shall so advise the Company in writing (stating the number of sharesdesired to be registered) within ten (10) days after the date of such notice from theCompany. Any Holder shall have the right to withdraw such Holder’s request for inclusion ofsuch Holder’s Registrable Shares in any registration statement pursuant to this Section2.2.1 by giving written notice to the Company of such withdrawal. Subject toSection 2.2.2 below, the Company shall include in such registration statement allsuch Registrable Shares so requested to be included therein; provided, however, that theCompany may at any time withdraw or cease proceeding with any such registration if it shallat the same time withdraw or cease proceeding with the registration of all other equitysecurities 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 theCompany, and if the managing underwriter advises the Company that the inclusion ofRegistrable Shares requested to be included in the Registration
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Statement would cause an Adverse Effect, the Company shall include in suchregistration statement (i) first, the securities the Company proposes to sell, (ii)second, the Registrable Shares requested to be included in such registration, prorata among the Holders of such Registrable Shares on the basis of the number ofRegistrable Shares owned by each such Holder, and (iii) third, any other securitiesrequested to be included in such registration. If as a result of the provisions ofthis Section 2.2.2(a) any Holder shall not be entitled to include allRegistrable Shares in a registration that such Holder has requested to be soincluded, such Holder may withdraw such Holder’s request to include RegistrableShares in such registration statement.(b) If a Piggyback Registration is an underwritten offering and was initiated by asecurity holder of the Company, and if the managing underwriter advises the Companythat the inclusion of Registrable Shares requested to be included in theRegistration Statement would cause an Adverse Effect, the Company shall include insuch registration statement (i) first, the securities requested to be includedtherein by the security holders requesting such registration and the RegistrableShares requested to be included in such registration, pro rata among the holders ofsuch 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 ofthe provisions of this Section 2.2.2(b) any Holder shall not be entitled toinclude all Registrable Shares in a registration that such Holder has requested tobe so included, such Holder may withdraw such Holder’s request to includeRegistrable Shares in such registration statement.(c) No Holder may participate in any registration statement in respect of aPiggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’sRegistrable Shares on the basis provided in any underwriting arrangements approvedby the Company and (y) completes and executes all questionnaires, powers ofattorney, indemnities, underwriting agreements and other documents, each incustomary form, reasonably required under the terms of such underwritingarrangements; provided, however, that no such Holder shall be required to make anyrepresentations or warranties in connection with any such registration other thanrepresentations and warranties as to (i) such Holder’s ownership of his or itsRegistrable 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 bereasonably requested; provided, further, however, that the obligation of such Holderto indemnify pursuant to any such underwriting arrangements shall be several, notjoint and several, among such Holders selling Registrable Shares, and the liabilityof each such Holder will be in proportion to, and provided, further, that suchliability will be limited to, the net amount received by such Holder from the saleof his or its Registrable Shares pursuant to such registration.
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     2.2.3 Selection of Underwriters. If any Piggyback Registration is anunderwritten offering and any of the investment banking firms selected to manage theoffering was not one of the managers of the IPO, any such investment banking firm shall notadminister such offering if the Majority Holders included in such Piggyback Registration areHelix or Affiliates thereof and such Holders reasonably object thereto.     2.3 SEC Form S-3. The Company shall use its commercially reasonable best efforts tocause Demand Registrations to be registered on Form S-3 (or any successor form) once the Companybecomes eligible to use Form S-3, and if the Company is not then eligible under the Securities Actto use Form S-3, Demand Registrations shall be registered on the form for which the Company thenqualifies. The Company shall use its commercially reasonable best efforts to become eligible touse Form S-3 and, after becoming eligible to use Form S-3, shall use its commercially reasonablebest efforts to remain so eligible.     2.4 Holdback Agreements.     2.4.1 The Company shall not effect any public sale or distribution of its equitysecurities, or any securities convertible into or exchangeable or exercisable for suchsecurities, during the seven days prior to and during the 90-day period beginning on theeffective date of any registration statement in connection with a Demand Registration (otherthan a Shelf Registration) or a Piggyback Registration, except pursuant to registrations onForm S-4 or Form S-8 or any successor form or unless the underwriters managing any suchpublic offering otherwise agree.     2.4.2 Except with the prior written consent of the Majority Holders of RegistrableShares, such consent not to be withheld unless any such Holder intends to, or in good faithbelieves that it is reasonably likely to, request a Demand Registration that couldreasonably be expected to be in registration or become effective during the No-Black-OutPeriod, 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 orany 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.     2.4.3 If any Holders of Registrable Shares notify the Company in writing that theyintend to effect an underwritten sale of Common Stock registered pursuant to a ShelfRegistration pursuant to Article 2 hereof, the Company shall not effect any publicsale or distribution of its equity securities, or any securities convertible into orexchangeable or exercisable for its equity securities, during the 90-day period beginning onthe date such notice is received, except pursuant to registrations on Form S-4 or Form S-8or any successor form or unless the underwriters managing any such public offering otherwiseagree.     2.4.4 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 sellor otherwise dispose of any Registrable Securities, or any securities convertible into orexchangeable or exercisable for such securities, including any sale
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pursuant to Rule 144 under the Securities Act (except as part of such underwrittenoffering), during the seven days prior to, and during the 90-day period (or such lesserperiod as the lead or managing underwriters may require) beginning on, the effective date ofthe registration statement for such underwritten offering (or, in the case of an offeringpursuant to an effective shelf registration statement pursuant to Rule 415, the pricing datefor such underwritten offering).     2.5 Registration Procedures. Whenever any Holder has requested that any RegistrableShares be registered pursuant to this Agreement, the Company will use its commercially reasonablebest efforts to effect the registration and the sale of such Registrable Shares in accordance withthe intended method of disposition thereof as promptly as is practicable, and pursuant thereto theCompany will as expeditiously as possible:(a) prepare and file with the SEC, pursuant to Section 2.1.1(b) with respectto any Demand Registration, a registration statement on any appropriate form underthe Securities Act with respect to such Registrable Shares and use its commerciallyreasonable best efforts to cause such registration statement to become effective,provided that as far in advance as practicable before filing such registrationstatement or any amendment thereto, the Company will furnish to the selling Holderscopies of reasonably complete drafts of all such documents prepared to be filed(including exhibits), and any such Holder shall have the opportunity to object toany information contained therein and the Company will make corrections reasonablyrequested by such Holder with respect to such information prior to filing any suchregistration statement or amendment;(b) except in the case of a Shelf Registration, prepare and file with the SEC suchamendments, post-effective amendments, and supplements to such registrationstatement and the prospectus used in connection therewith as may be necessary tokeep such registration statement effective for a period of not less than one hundredeighty (180) days (or such lesser period as is necessary for the underwriters in anunderwritten offering to sell unsold allotments) and comply with the provisions ofthe Securities Act with respect to the disposition of all securities covered by suchregistration statement during such period in accordance with the intended methods ofdisposition by the sellers thereof set forth in such registration statement;(c) in the case of a Shelf Registration, prepare and file with the SEC suchamendments and supplements to such registration statement and the prospectus used inconnection therewith as may be necessary to keep such registration statementeffective and to comply with the provisions of the Securities Act with respect tothe disposition of all Registrable Shares subject thereto for a period ending on theearlier 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 soldpursuant to such registration statement;(d) furnish to each seller of Registrable Shares and the underwriters of thesecurities being registered such number of copies of such registration statement,
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each amendment and supplement thereto, the prospectus included in such registrationstatement (including each preliminary prospectus), any documents incorporated byreference therein and such other documents as such seller or underwriters mayreasonably request in order to facilitate the disposition of the Registrable Sharesowned by such seller or the sale of such securities by such underwriters (it beingunderstood that, subject to Section 2.6 and the requirements of theSecurities Act and applicable state securities laws, the Company consents to the useof the prospectus and any amendment or supplement thereto by each seller and theunderwriters in connection with the offering and sale of the Registrable Sharescovered by the registration statement of which such prospectus, amendment orsupplement is a part);(e) use its commercially reasonable best efforts to register or qualify suchRegistrable Shares under such other securities or blue sky laws of suchjurisdictions as the managing underwriter reasonably requests (or, in the event theregistration statement does not relate to an underwritten offering, as the MajorityHolders may reasonably request); use its commercially reasonable best efforts tokeep each such registration or qualification (or exemption therefrom) effectiveduring the period in which such registration statement is required to be kepteffective; and do any and all other acts and things which may be reasonablynecessary or advisable to enable each seller to consummate the disposition of theRegistrable Shares owned by such seller in such jurisdictions (provided, however,that the Company will not be required to (i) qualify generally to do business in anyjurisdiction where it would not otherwise be required to qualify but for thissubparagraph or (ii) consent to general service of process in any suchjurisdiction);(f) promptly notify each seller and each underwriter and (if requested by any suchPerson) confirm such notice in writing (i) when a prospectus or any prospectussupplement or post-effective amendment has been filed and, with respect to aregistration statement or any post-effective amendment, when the same has becomeeffective, (ii) of the issuance by any state securities or other regulatoryauthority of any order suspending the qualification or exemption from qualificationof any of the Registrable Shares under state securities or “blue sky” laws or theinitiation of any proceedings for that purpose, and (iii) of the happening of anyevent which makes any statement made in a registration statement or relatedprospectus untrue or which requires the making of any changes in such registrationstatement, prospectus or documents so that they will not contain any untruestatement of a material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein not misleading, and, aspromptly as practicable thereafter, prepare and file with the SEC and furnish asupplement or amendment to such prospectus so that, as thereafter deliverable to thepurchasers of such Registrable Shares, such prospectus will not contain any untruestatement of a material fact or omit a material fact necessary to make thestatements therein, in light of the circumstances under which they were made, notmisleading;
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(g) 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 theCompany, to participate in the preparation of such registration or comparablestatement and to require the insertion therein of material, furnished to the Companyin writing, which in the reasonable judgment of such Holder and its counsel shouldbe included;(h) make reasonably available members of management of the Company, as selected bythe Majority Holders, for assistance in the selling effort relating to theRegistrable Shares covered by such registration, including, but not limited to, theparticipation of such members of the Company’s management in road showpresentations;(i) otherwise use its commercially reasonable best efforts to comply with allapplicable rules and regulations of the SEC, including the Securities Act and theExchange Act and the rules and regulations promulgated thereunder, and makegenerally available to the Company’s security holders an earnings statementsatisfying the provisions of Section 11(a) of the Securities Act no later thanthirty (30) days after the end of the twelve (12) month period beginning with thefirst day of the Company’s first fiscal quarter commencing after the effective dateof a registration statement, which earnings statement shall cover said twelve (12)month period, and which requirement will be deemed to be satisfied if the Companytimely files complete and accurate information on Forms 10-Q, 10-K and 8-K under theExchange Act and otherwise complies with Rule 158 under the Securities Act;(j) if requested by the managing underwriter or any seller, promptly incorporate ina prospectus supplement or post-effective amendment such information as the managingunderwriter or any seller reasonably requests to be included therein, including,without limitation, with respect to the Registrable Shares being sold by suchseller, the purchase price being paid therefor by the underwriters and with respectto any other terms of the underwritten offering of the Registrable Shares to be soldin such offering, and promptly make all required filings of such prospectussupplement or post-effective amendment;(k) as promptly as practicable after filing with the SEC of any document which isincorporated by reference into a registration statement (in the form in which it wasincorporated), deliver a copy of each such document to each seller;(l) cooperate with the sellers and the managing underwriter to facilitate the timelypreparation and delivery of certificates (which shall not bear any restrictivelegends unless required under applicable law) representing securities sold under anyregistration statement, and enable such securities to be in such denominations andregistered in such names as the managing underwriter or such sellers may request andkeep available and make available to the Company’s transfer agent prior to theeffectiveness of such registration statement a supply of such certificates;
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(m) promptly make available for inspection by any seller, any underwriterparticipating in any disposition pursuant to any registration statement, and anyattorney, accountant or other agent or representative retained by any such seller orunderwriter (collectively, the “Inspectors”), all financial and otherrecords, pertinent corporate documents and properties of the Company (collectively,the “Records”), as shall be reasonably necessary to enable them to exercisetheir due diligence responsibility, and cause the Company’s officers, directors andemployees to supply all information requested by any such Inspector in connectionwith such registration statement; provided, however, that, unless the disclosure ofsuch Records is necessary to avoid or correct a misstatement or omission in theregistration statement or the release of such Records is ordered pursuant to asubpoena or other order from a court of competent jurisdiction, the Company shallnot be required to provide any information under this subparagraph if (i) theCompany believes, after consultation with counsel for the Company, that to do sowould cause the Company to forfeit an attorney-client privilege that was applicableto such information or (ii) if either (A) the Company has requested and been grantedfrom the SEC confidential treatment of such information contained in any filing withthe SEC or documents provided supplementally or otherwise or (B) the Companyreasonably determines in good faith that such Records are confidential and sonotifies the Inspectors in writing, unless prior to furnishing any such informationwith respect to clause (ii) such Holder of Registrable Shares requesting suchinformation agrees to enter into a confidentiality agreement in customary form andsubject to customary exceptions; and provided, further, that each Holder ofRegistrable Shares agrees that it will, upon learning that disclosure of suchRecords is sought in a court of competent jurisdiction, give notice to the Companyand allow the Company, at its expense, to undertake appropriate action and toprevent disclosure of the Records deemed confidential;(n) furnish to each seller and underwriter a signed counterpart of (i) an opinion oropinions of counsel to the Company, and (ii) a comfort letter or comfort lettersfrom the Company’s independent public accountants, each in customary form andcovering such matters of the type customarily covered by opinions or comfortletters, as the case may be, as the sellers or managing underwriter reasonablyrequests;(o) cause the Registrable Shares included in any registration statement to be (i)listed on each securities exchange, if any, on which similar securities issued bythe Company are then listed, or (ii) quoted on the National Association ofSecurities Dealers, Inc. Automated Quotation System or the Nasdaq National Market ifsimilar securities issued by the Company are quoted thereon;(p) provide a transfer agent and registrar for all Registrable Securities registeredhereunder;(q) cooperate with each seller and each underwriter participating in the dispositionof such Registrable Shares and their respective counsel in connection
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with any filings required to be made with the National Association of SecuritiesDealers, Inc. (“NASD”);(r) during the period when the prospectus is required to be delivered under theSecurities Act, promptly file all documents required to be filed with the SECpursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;(s) notify each seller of Registrable Shares promptly of any request by the SEC forthe amending or supplementing of such registration statement or prospectus or foradditional information;(t) enter into such agreements (including underwriting agreements in the managingunderwriter’s customary form) as are customary in connection with an underwrittenregistration; and(u) advise each seller of such Registrable Shares, promptly after it shall receivenotice or obtain knowledge thereof, of the issuance of any stop order by the SECsuspending the effectiveness of such registration statement or the initiation orthreatening of any proceeding for such purpose and promptly use its commerciallyreasonable best efforts to prevent the issuance of any stop order or to obtain itswithdrawal at the earliest possible moment if such stop order should be issued.     2.6 Suspension of Dispositions. Each Holder agrees by acquisition of any RegistrableShares that, upon receipt of any notice (a “Suspension Notice”) from the Company of thehappening of any event of the kind described in Section 2.5(f)(iii) such Holder willforthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copiesof the supplemented or amended prospectus, or until it is advised in writing (the “Advice”)by the Company that the use of the prospectus may be resumed, and has received copies of anyadditional or supplemental filings which are incorporated by reference in the prospectus, and, ifso directed by the Company, such Holder will deliver to the Company all copies, other thanpermanent file copies then in such Holder’s possession, of the prospectus covering such RegistrableShares current at the time of receipt of such notice. In the event the Company shall give any suchnotice, the time period regarding the effectiveness of registration statements set forth inSections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the periodfrom and including the date of the giving of the Suspension Notice to and including the date wheneach seller of Registrable Shares covered by such registration statement shall have received thecopies of the supplemented or amended prospectus or the Advice. The Company shall use itscommercially reasonable best efforts and take such actions as are reasonably necessary to renderthe Advice as promptly as practicable.     2.7 Registration Expenses.     2.7.1 Demand Registrations. All reasonable, out-of-pocket fees and expensesincident to any Demand Registration including, without limitation, the Company’s performanceof or compliance with this Article 2, all registration and filing fees, all fees andexpenses associated with filings required to be made with the NASD (including, if
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applicable, the reasonable fees and expenses of any “qualified independent underwriter”as such term is defined in Schedule E of the Bylaws of the NASD, and of its counsel), as maybe required by the rules and regulations of the NASD, fees and expenses of compliance withsecurities or “blue sky” laws (including reasonable fees and disbursements of counsel inconnection with “blue sky” qualifications of the Registrable Shares), rating agency fees,printing expenses (including expenses of printing certificates for the Registrable Shares ina form eligible for deposit with Depository Trust Company and of printing prospectuses ifthe printing of prospectuses is requested by a Holder of Registrable Shares), messenger anddelivery expenses, the fees and expenses incurred in connection with any listing orquotation of the Registrable Shares, fees and expenses of counsel for the Company and itsindependent certified public accountants (including the expenses of any special audit or“cold comfort” letters required by or incident to such performance), and the fees andexpenses of any special experts retained by the Company in connection with suchregistration, will be borne by the Holders pro rata on the basis of the number of sharessubject to the Demand Registration whether or not any registration statement becomeseffective, and any underwriting discounts, commissions, or fees attributable to the sale ofthe Registrable Shares, will be borne by the Holders pro rata on the basis of the number ofshares so registered and the fees and expenses of any counsel, accountants, or other personsretained or employed by any Holder will be borne by such Holder.     2.7.2 Piggyback Registrations. All fees and expenses incident to any PiggybackRegistration including, without limitation, the Company’s performance of or compliance withthis Article 2, all registration and filing fees, all fees and expenses associatedwith filings required to be made with the NASD (including, if applicable, the reasonablefees and expenses of any “qualified independent underwriter” as such term is defined inSchedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rulesand 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 (includingexpenses of printing certificates for the Registrable Shares in a form eligible for depositwith Depository Trust Company and of printing prospectuses), messenger and deliveryexpenses, the fees and expenses incurred in connection with any listing or quotation of theRegistrable Shares, fees and expenses of counsel for the Company and its independentcertified 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 specialexperts retained by the Company in connection with such registration, and the fees andexpenses of other persons retained by the Company, will be borne by the Company (unless paidby a security holder that is not a Holder for whose account the registration is beingeffected) whether or not any registration statement becomes effective; provided, however,that any underwriting discounts, commissions, or fees attributable to the sale of theRegistrable Shares will be borne by the Holders pro rata on the basis of the number ofshares so registered and the fees and expenses of any counsel, accountants, or other personsretained or employed by any Holder will be borne by such Holder.
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     2.8 Indemnification.     2.8.1 The Company agrees to indemnify and reimburse, to the fullest extent permitted bylaw, 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 investmentadvisor thereof (collectively, the “Seller Affiliates”) (a) against any and alllosses, claims, damages, liabilities, and expenses, joint or several (including, withoutlimitation, 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 untruestatement of a material fact contained in any registration statement, prospectus, orpreliminary prospectus or any amendment thereof or supplement thereto, or any omission oralleged omission of a material fact required to be stated therein or necessary to make thestatements 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 insettlement of any litigation or investigation or proceeding by any governmental agency orbody, 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 untruestatement or omission, and (c) against any and all costs and expenses (including reasonablefees and disbursements of counsel) as may be reasonably incurred in investigating,preparing, or defending against any litigation, or investigation or proceeding by anygovernmental 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 oralleged untrue statement or omission, or such violation of the Securities Act or ExchangeAct, 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 strictconformity with information furnished in writing to the Company by such seller or any SellerAffiliate for use therein or arise from such seller’s or any Seller Affiliate’s failure todeliver a copy of the registration statement or prospectus or any amendments or supplementsthereto after the Company has furnished such seller or Seller Affiliate with a sufficientnumber of copies of the same. The reimbursements required by this Section 2.8.1will be made by periodic payments during the course of the investigation or defense, as andwhen bills are received or expenses incurred.     2.8.2 In connection with any registration statement in which a seller of RegistrableShares is participating, each such seller will furnish to the Company in writing suchinformation and affidavits as the Company reasonably requests for use in connection with anysuch registration statement or prospectus and, to the fullest extent permitted by law, eachsuch 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 investmentadvisor thereof against any and all losses, claims, damages, liabilities, and expenses(including, without limitation, reasonable attorneys’ fees and disbursements except aslimited by Section 2.8.3) resulting from any untrue statement or alleged untruestatement of a material fact contained in the registration statement, prospectus, or anypreliminary prospectus or any amendment
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thereof or supplement thereto or any omission or alleged omission of a material factrequired 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 oralleged omission is contained in any information or affidavit so furnished in writing bysuch seller or any of its Seller Affiliates specifically for inclusion in the registrationstatement; 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 ofRegistrable Shares will be in proportion to, and will be limited to, the net amount receivedby 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 suchcase to the extent that prior to the filing of any such registration statement or prospectusor amendment thereof or supplement thereto, such seller has furnished in writing to theCompany information expressly for use in such registration statement or prospectus or anyamendment thereof or supplement thereto which corrected or made not misleading informationpreviously furnished to the Company.     2.8.3 Any Person entitled to indemnification hereunder will (a) give prompt writtennotice 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 interestbetween 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 reasonablysatisfactory to the indemnified party; provided, however, that any person entitled toindemnification hereunder shall have the right to employ separate counsel and to participatein the defense of such claim, but the fees and expenses of such counsel shall be at theexpense of such person unless (x) the indemnifying party has agreed to pay such fees orexpenses, or (y) the indemnifying party shall have failed to assume the defense of suchclaim and employ counsel reasonably satisfactory to such person. If such defense is notassumed by the indemnifying party as permitted hereunder, the indemnifying party will not besubject to any liability for any settlement made by the indemnified party without itsconsent (but such consent will not be unreasonably withheld). If such defense is assumed bythe indemnifying party pursuant to the provisions hereof, such indemnifying party shall notsettle or otherwise compromise the applicable claim unless (1) such settlement or compromisecontains a full and unconditional release of the indemnified party or (2) the indemnifiedparty otherwise consents in writing. An indemnifying party who is not entitled to, orelects not to, assume the defense of a claim will not be obligated to pay the fees andexpenses of more than one counsel for all parties indemnified by such indemnifying partywith respect to such claim, unless in the reasonable judgment of any indemnified party, aconflict of interest may exist between such indemnified party and any other of suchindemnified parties with respect to such claim, in which event the indemnifying party shallbe obligated to pay the reasonable fees and disbursements of such additional counsel orcounsels.     2.8.4 Each party hereto agrees that, if for any reason the indemnification provisionscontemplated by Section 2.8.1 or Section 2.8.2 are unavailable to orinsufficient to hold harmless an indemnified party in respect of any losses, claims,
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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 suchindemnified party as a result of such losses, claims, liabilities, or expenses (or actionsin respect thereof) in such proportion as is appropriate to reflect the relative fault ofthe indemnifying party and the indemnified party in connection with the actions whichresulted in the losses, claims, damages, liabilities or expenses as well as any otherrelevant equitable considerations. The relative fault of such indemnifying party andindemnified party shall be determined by reference to, among other things, whether theuntrue or alleged untrue statement of a material fact or omission or alleged omission tostate a material fact relates to information supplied by such indemnifying party orindemnified party, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission. The parties hereto agree thatit would not be just and equitable if contribution pursuant to this Section 2.8.4were determined by pro rata allocation (even if the Holders or any underwriters or all ofthem were treated as one entity for such purpose) or by any other method of allocation whichdoes not take account of the equitable considerations referred to in this Section2.8.4. 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 aboveshall be deemed to include any legal or other fees or expenses reasonably incurred by suchindemnified party in connection with investigating or, except as provided in Section2.8.3, defending any such action or claim. Notwithstanding the provisions of thisSection 2.8.4, no Holder shall be required to contribute an amount greater than thedollar amount by which the net proceeds received by such Holder with respect to the sale ofany Registrable Shares exceeds the amount of damages which such Holder has otherwise beenrequired to pay by reason of any and all untrue or alleged untrue statements of materialfact or omissions or alleged omissions of material fact made in any registration statement,prospectus or preliminary prospectus or any amendment thereof or supplement thereto relatedto such sale of Registrable Shares. No person guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the Securities Act) shall be entitled tocontribution from any person who was not guilty of such fraudulent misrepresentation. TheHolders’ obligations in this Section 2.8.4 to contribute shall be several inproportion to the amount of Registrable Shares registered by them and not joint.     If indemnification is available under this Section 2.8, the indemnifyingparties shall indemnify each indemnified party to the full extent provided in Section2.8.1 and Section 2.8.2 without regard to the relative fault of saidindemnifying party or indemnified party or any other equitable consideration provided for inthis Section 2.8.4 subject, in the case of the Holders, to the limited dollaramounts set forth in Section 2.8.2.     2.8.5 The indemnification and contribution provided for under this Agreement willremain in full force and effect regardless of any investigation made by or on behalf of theindemnified party or any officer, director, or controlling Person of such indemnified partyand will survive the transfer of securities.
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     2.9 Transfer of Registration Rights. The rights of each Holder under this Agreementmay be assigned to any direct or indirect transferee of a Holder who agrees in writing to besubject 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 underthe 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 mayreasonably request, all to the extent required from time to time to enable the Holders to sellCommon Stock without registration under the Securities Act within the limitation of the exemptionsprovided 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 ofany Holder, the Company will deliver to such parties a written statement as to whether it hascomplied with such requirements and will, at its expense, immediately upon the request of any suchHolder, 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) theCompany’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 reportor statement published by the Company, and (e) whether the Company has filed the reports requiredto be filed under the Exchange Act for a period of at least ninety (90) days prior to the date ofsuch certificate and in addition has filed the most recent annual report required to be filedthereunder.     2.11 Preservation of Rights. The Company will not (a) grant any registration rightsto third parties which are more favorable than or inconsistent with the rights granted hereunder or(b) enter into any agreement, take any action, or permit any change to occur, with respect to itssecurities that violates or subordinates the rights expressly granted to the Holders in thisAgreement.**ARTICLE 3**