<PAGE>
                                                                     Exhibit 4.4

                                                                  EXECUTION COPY






                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of December 10, 2007


                                     between


                               CANADIAN SOLAR INC.


                                       and


                               PIPER JAFFRAY & CO.





<PAGE>

     REGISTRATION RIGHTS AGREEMENT, dated as of December 10, 2007 (the
"Agreement"), between Canadian Solar Inc., a Canadian corporation (the
"Company"), and Piper Jaffray & Co (the "Initial Purchaser"), who are parties to
that certain Purchase Agreement, dated December 4, 2007 (the "Purchase
Agreement"). In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

     The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Securities (as defined herein)
and the beneficial owners from time to time of the Underlying Common Shares (as
defined herein) issued upon conversion of the Securities (each of the foregoing
a "Holder" and together the "Holders"), as follows:

     SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

     "Additional Interest Amount" has the meaning set forth in Section 2(e)
hereof.

     "Affiliate" means with respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

     "Amendment Effectiveness Deadline" has the meaning set forth in Section
2(d) hereof.

     "Business Day" means any day, except a Saturday, Sunday or legal holiday on
which banking institutions in The City of New York are authorized or obligated
by law or executive order to close.

     "Common Shares" means the common shares, no par value per share, of the
Company, and any other common shares as may constitute "Common Shares" for
purposes of the Indenture, including the Underlying Common Shares.

     "Deferral Notice" has the meaning set forth in Section 3(h) hereof.

     "Deferral Period" has the meaning set forth in Section 3(h) hereof.

     "Effectiveness Deadline" has the meaning set forth in Section 2(a) hereof.

     "Effectiveness Period" means the period commencing on the first date that a
Shelf Registration Statement is declared effective under the Securities Act
hereof and ending on the date that all Securities and the Underlying Common
Shares have ceased to be Registrable Securities.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

     "Filing Deadline" has the meaning set forth in Section 2(a) hereof.
<PAGE>

     "Holder" has the meaning set forth in the second paragraph of this
Agreement.

     "Indenture" means the Indenture, dated as of December 10, 2007, between the
Company and The Bank of New York, as trustee, pursuant to which the Securities
are being issued.

     "Initial Purchaser" has the meaning set forth in the preamble hereof.

     "Interest Payment Date" means each June 15 and December 15.

     "Issue Date" means the first date of original issuance of the Securities.

     "Judgment Currency" has the meaning set forth in Section 8(h) hereof.

     "Material Event" has the meaning set forth in Section 3(h) hereof.

     "Notice and Questionnaire" means a written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company, dated December 4, 2007, relating to the offer of the
Securities.

     "Notice Holder" means, on any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date.

     "Purchase Agreement" has the meaning set forth in the preamble hereof.

     "Prospectus" means a prospectus included in a Shelf Registration Statement
(including, without limitation, an "issuer free writing prospectus," as such
term is defined in Rule 433 under the Securities Act and a prospectus that
discloses information previously omitted pursuant to Rule 430A under the
Securities Act), as amended or supplemented, and all materials incorporated by
reference in such prospectus or free writing prospectus.

     "Record Holder" means with respect to any Interest Payment Date relating to
any Securities or Underlying Common Shares as to which any Additional Interest
Amount has accrued, the registered holder of such Security or Underlying Common
Shares on the June 1 or December 1 immediately preceding the Interest Payment
Date.

     "Registrable Securities" means the Securities until such Securities have
been converted into or exchanged for the Underlying Common Shares and, at all
times subsequent to any such conversion, the Underlying Common Shares and any
securities into or for which such Underlying Common Shares has been converted or
exchanged, and any security issued with respect thereto upon any share dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) two years from the latest date of original issuance of the Securities,
(ii) its effective registration under the Securities Act and resale in
accordance with a Shelf Registration Statement, (iii) expiration of the holding
period that would be applicable thereto for non-affiliates pursuant to Rule
144(k) under the Securities Act (as in effect on the date of its transfer), or
(iv) its cessation of being outstanding, and (B) as a result of the event or

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<PAGE>
circumstance described in any of the foregoing clauses (i) through (iv), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.

     "Registration Default" has the meaning set forth in Section 2(e) hereof.

     "Registration Default Period" has the meaning set forth in Section 2(e)
hereof.

     "Rule 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

     "Rule 144A" means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

     "SEC" means the Securities and Exchange Commission.

     "Securities" means the 6.0% Convertible Senior Notes due 2017 of the
Company to be purchased pursuant to the Purchase Agreement.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

     "Shelf Registration Statement" has the meaning set forth in Section 2(a)
hereof, including amendments to such registration statement, all exhibits and
all materials incorporated by reference in such registration statement.

     "Special Counsel" means Wilson Sonsini Goodrich and Rosati, Professional
Counsel, or one such other successor counsel as shall be specified by the
Holders of a majority of the Registrable Securities, but which may, with the
written consent of the Initial Purchaser (which shall not be unreasonably
withheld), be another nationally recognized law firm experienced in securities
law matters designated by the Company. For purposes of determining Holders of a
majority of the Registrable Securities in this definition, Holders of Securities
shall be deemed to be the Holders of the number of shares of Underlying Common
Shares into which such Securities are or would be convertible as of the date the
consent is requested.

     "TIA" means the Trust Indenture Act of 1939, as amended.

     "Trustee" means The Bank of New York, the Trustee under the Indenture.

     "Underlying Common Shares" means the Common Shares into which the
Securities are convertible or issued upon any such conversion.

     SECTION 2. Shelf Registration. (a) The Company shall prepare and file or
cause to be prepared and filed with the SEC, as soon as practicable but in any
event by the date (the "Filing Deadline") 120 days after the Issue Date, a
registration statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act registering the resale from
time to time by Holders thereof of all of the Registrable Securities (a "Shelf
Registration

                                       4
<PAGE>

Statement"). The Shelf Registration Statement shall be on Form F-3 or another
appropriate form permitting registration of the Registrable Securities for
resale by the Holders in accordance with the methods of distribution elected by
the Holders and set forth in the Shelf Registration Statement; provided, however
that in no event shall such method of distribution take the form of an
underwritten offering of the Registrable Securities without the prior written
consent of the Company. The Company shall use its commercially reasonable
efforts to cause a Shelf Registration Statement to be declared effective under
the Securities Act as promptly as is practicable but in any event by the date
(the "Effectiveness Deadline") that is 210 days after the Issue Date, and to
keep a Shelf Registration Statement continuously effective under the Securities
Act until the expiration of the Effectiveness Period. Each Holder that became a
Notice Holder on or prior to the date five Business Days prior to the date the
initial Shelf Registration Statement is declared effective shall be named as a
selling security holder in the initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver or make
available the Prospectus to purchasers of Registrable Securities in accordance
with applicable law. Only Registrable Securities shall be included in a Shelf
Registration Statement.

     (b) If a Shelf Registration Statement covering resales of the Registrable
Securities ceases to be effective for any reason at any time during the
Effectiveness Period (other than because all securities registered thereunder
shall have been resold pursuant thereto or shall have otherwise ceased to be
Registrable Securities), the Company shall use its reasonable best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 30 days of such cessation of effectiveness amend
the Shelf Registration Statement in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement so that all Registrable Securities
outstanding as of the date of such filing are covered by a Shelf Registration
Statement. If a new Shelf Registration Statement is filed pursuant to this
Section 2(b), the Company shall use its commercially reasonable efforts to cause
the new Shelf Registration Statement to become effective as promptly as is
practicable after such filing and to keep the new Shelf Registration Statement
continuously effective until the end of the Effectiveness Period.

     (c) The Company shall amend and supplement the Prospectus and/or amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or file a new Shelf Registration Statement, if
required by the Securities Act or as necessary and reasonably requested by the
Initial Purchaser or by the Trustee on behalf of the Holders of the Registrable
Securities covered by such Shelf Registration Statement to correct any material
misstatements or omissions with respect to any Holder as necessary to name a
Notice Holder as a selling securityholder pursuant to Section 2(d) below.

     (d) Each Holder may sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus only in accordance with this
Section 2(d) and Section 3(h). Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
shall deliver a Notice and Questionnaire to the Company at least 10 Business
Days prior to any intended distribution of Registrable Securities under the
Shelf Registration Statement. From and after the date the initial Shelf
Registration Statement is declared effective,

                                    5

<PAGE>

the Company shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered pursuant to Section 8(c) hereof, and in any event on
or before the later of (x) five Business Days after such delivery date or (y)
five Business Days after the expiration of any Deferral Period in effect when
the Notice and Questionnaire is delivered or put into effect within five
Business Days of such delivery date:

          (i) if required by applicable law, file with the SEC a post-effective
     amendment to the Shelf Registration Statement or prepare and, if required
     by applicable law, file a supplement to the related Prospectus or a
     supplement or amendment to any document incorporated therein by reference
     or file a new Shelf Registration Statement or any other required document
     so that the Holder delivering such Notice and Questionnaire is named as a
     selling securityholder in a Shelf Registration Statement and the related
     Prospectus in such a manner as to permit such Holder to deliver or make
     available such Prospectus to purchasers of the Registrable Securities in
     accordance with applicable law and, if the Company shall file a
     post-effective amendment to a Shelf Registration Statement or shall file a
     new Shelf Registration Statement, the Company shall use its commercially
     reasonable efforts to cause such post-effective amendment or new Shelf
     Registration Statement to be declared effective under the Securities Act as
     promptly as is practicable, but in any event by the date (the "Amendment
     Effectiveness Deadline") that is 45 days after the date such post-effective
     amendment or new Shelf Registration Statement is required by this Section
     2(d) to be filed; provided, however, that the Shelf Registration Statement
     shall include the disclosure required by Rule 430B under the Securities Act
     in order to enable the Company to add selling security holders on to the
     Shelf Registration Statement pursuant to the filing of prospectus
     supplements; and provided further, if the Company is then able to name a
     selling security holder to the Shelf Registration Statement by means of
     either a supplement to the related prospectus or a post-effective
     amendment, the Company shall file a prospectus supplement to name the
     Holder as a selling security holder in the Shelf Registration Statement;

          (ii) provide such Holder copies of any documents filed pursuant to
     Section 2(d)(i); and

          (iii) notify such Holder as promptly as practicable after the
     effectiveness under the Securities Act of any new Shelf Registration
     Statement or post-effective amendment filed pursuant to Section 2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h); and provided, further, that in no event will the Company be required to
file more than one such amendment to the Shelf Registration Statement in any
calendar quarter for all such Holders. Notwithstanding anything contained herein
to the contrary, (i) the Company shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Shelf
Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline shall be extended by ten Business Days from the
expiration of a Deferral Period.

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<PAGE>

     (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if:

          (i) the initial Shelf Registration Statement has not been filed on or
     prior to the Filing Deadline,

          (ii) the initial Shelf Registration Statement has not been declared
     effective under the Securities Act on or prior to the Effectiveness
     Deadline,

          (iii) the Company has failed to perform its obligations set forth in
     Section 2(d)(i) within the time period required therein,

          (iv) a post-effective amendment to a Shelf Registration Statement
     filed pursuant to Section 2(d)(i) has not become effective under the
     Securities Act on or prior to the Amendment Effectiveness Deadline, or

          (v) the aggregate duration of Deferral Periods in any period exceeds
     the number of days permitted in respect of such period pursuant to Section
     3(h) hereof.

Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as a "Registration Default." For purposes of
this Agreement, each Registration Default set forth above shall begin and end on
the dates set forth in the table set forth below:

<Table>
<Caption>
  Type of
Registration
Default by
  Clause                           Beginning Date                                         Ending Date
------------         --------------------------------------------       -----------------------------------------------
<S>                  <C>                                                <C>
   (i)               Filing Deadline                                    the date the initial Shelf Registration
                                                                        Statement is filed

   (ii)              Effectiveness Deadline                             the date the initial Shelf Registration
                                                                        Statement becomes effective under the
                                                                        Securities Act

   (iii)             the date by which the Company is                   the date the Company performs its
                     required to perform its obligations                obligations set forth in Section 2(d)(i)
                     under Section 2(d)(i)

   (iv)              the Amendment Effectiveness Deadline               the date the applicable post-effective
                                                                        amendment to a Shelf Registration Statement
                                                                        becomes effective under the Securities Act

</Table>



                                       7
<PAGE>

<Table>
<Caption>
  Type of
Registration
Default by
  Clause                           Beginning Date                                         Ending Date
------------         --------------------------------------------       -----------------------------------------------
<S>                  <C>                                                <C>
   (v)               the date on which the aggregate duration           termination of the Deferral Period
                     of the Deferral Periods in any period exceeds      that caused the limit on the aggregate duration
                     the number of days permitted by Section 3(h)       of Deferral Periods to be exceeded
</Table>

For purposes of this Agreement, Registration Defaults shall begin on the dates
set forth in the table above and shall continue until the ending dates set forth
in the table above.


     Commencing on (and including) any date that a Registration Default has
begun and ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a "Registration
Default Period"), the Company shall pay, as liquidated damages and not as a
penalty, to Record Holders of Registrable Securities in respect of each day in
the Registration Default Period, additional interest in respect of any Security
that is a Registrable Security that has not been converted into Underlying
Common Shares, at a rate per annum equal to 0.25% of the aggregate principal
amount of such Security (the "Initial Additional Interest Amount") for the first
90 days since the date that a Registration Default begins, and at a rate per
annum equal to 0.50% of the aggregate principal amount of such Security (the
"Subsequent Additional Interest Amount", and together with the Initial
Additional Interest Amount, the "Additional Interest Amount") after the first 90
days of such Registration Default Period; provided that in no event shall any
Additional Interest Amount accrue at an aggregate rate per annum exceeding 0.50%
of the aggregate principal amount of such Security; and provided further that in
the case of a Registration Default Period that is in effect solely as a result
of a Registration Default of the type described in clause (iii) or (iv) of the
preceding paragraph, such Additional Interest Amount shall be paid only to the
Holders (as set forth in the succeeding paragraph) that have delivered Notices
and Questionnaires that caused the Company to incur the obligations set forth in
Section 2(d), the non-performance of which is the basis of such Registration
Default. Notwithstanding the foregoing, no Additional Interest Amount shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rates of accrual of the Additional Interest Amount,
with respect to any period shall not exceed the rates provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Registration
Defaults.

     If a Holder has converted some or all of its Securities into Common Shares,
the Holder will not be entitled to receive any Additional Interest with respect
to such Common Shares or the principal amount of the Securities that have been
so converted. In addition, in no event will Additional Interest be payable in
connection with a Registration Default relating to a failure to register the
Common Shares deliverable

                                       8
<PAGE>

upon conversion of the Securities. For avoidance of doubt, if the Company fails
to register both the Securities and the Common Shares deliverable upon
conversion of the Securities, then Additional Interest will be payable solely in
connection with the Registration Default relating to the failure to register the
Securities.

     The Additional Interest Amount shall be payable on each Interest Payment
Date during the Registration Default Period (and on the Interest Payment Date
next succeeding the end of the Registration Default Period if the Registration
Default Period does not end on a Interest Payment Date) to the Record Holders of
the Registrable Securities entitled thereto pursuant to the terms of the
Indenture; provided that any Additional Interest Amount accrued with respect to
any Security or portion thereof redeemed by the Company on a redemption date,
purchased by the Company on a repurchase date or converted into Underlying
Common Shares on a conversion date prior to the Interest Payment Date, shall, in
any such event, be paid instead to the Holder who submitted such Security or
portion thereof for redemption, purchase or conversion on the applicable
redemption date, repurchase date or conversion date, as the case may be, on such
date (or promptly following the conversion date, in the case of conversion),
unless the redemption date or the repurchase date, as the case may be, falls
after June 1 or December 1 and on or prior to the corresponding Interest Payment
Date in which case such amounts shall be paid to the Holder entitled to receive
payments of interest in respect of such Securities pursuant to the terms of the
Indenture; and provided further, that, in the case of a Registration Default of
the type described in clause (iii) or (iv) of the first paragraph of this
Section 2(e), such Additional Interest Amount shall be paid only to the Holders
entitled thereto by check mailed to the address set forth in the Notice and
Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf
of registered holders of Securities or Underlying Common Shares, to seek any
available remedy for the enforcement of this Agreement, including for the
payment of such Additional Interest Amount. Notwithstanding the foregoing, the
parties agree that the sole damages payable for a violation of the terms of this
Agreement with respect to which additional interest or liquidated damages are
expressly provided shall be such Additional Interest Amount. Nothing shall
preclude any Holder from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.

     All of the Company's payment obligations set forth in this Section 2(e)
that have accrued with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such payment obligations with respect to such security have been satisfied
in full (notwithstanding termination of this Agreement pursuant to Section
8(n)).

     The parties hereto agree that the additional interest provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of a
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

     SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

     (a) Before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial Purchaser
and the Special Counsel of

                                       9
<PAGE>

such offering, if any, copies of all such documents proposed to be filed at
least three Business Days prior to the filing of such Shelf Registration
Statement or amendment thereto or Prospectus or supplement thereto (other than
supplements or amendments that do nothing more than name Notice Holders and
provide information with respect thereto).

     (b) Subject to Section 3(h) hereof, prepare and file with the SEC such
amendments and post-effective amendments to each Shelf Registration Statement as
may be necessary to keep such Shelf Registration Statement continuously
effective during the Effectiveness Period; cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use its best efforts to comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such Shelf Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Shelf Registration Statement as so amended or such
Prospectus as so supplemented.

     (c) As promptly as practicable give notice to the Notice Holders, the
Initial Purchaser and the Special Counsel, (i) when any Prospectus, prospectus
supplement, Shelf Registration Statement or post-effective amendment to a Shelf
Registration Statement has been filed with the SEC and, with respect to a Shelf
Registration Statement or any post-effective amendment, when the same has been
declared effective (other than supplements or amendments that do nothing more
than name Notice Holders and provide information with respect thereto), (ii) of
any request, following the effectiveness of the initial Shelf Registration
Statement under the Securities Act, by the SEC or any other federal or state
governmental authority for amendments or supplements to any Shelf Registration
Statement or related Prospectus or for additional information, (iii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of any Shelf Registration Statement or
the initiation or threatening of any proceedings for that purpose, (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, and (v) of the occurrence of, but not the nature of
or details concerning, a Material Event, which notice may, at the discretion of
the Company (or as required pursuant to Section 3(h)) state that it constitutes
a Deferral Notice, in which event the provisions of Section 3(h) shall apply.

     (d) Use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Shelf Registration Statement or the lifting of
any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case as promptly as practicable, and provide
prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal
of any such order.

     (e) As promptly as practicable furnish to each Notice Holder, the Special
Counsel and the Initial Purchaser, upon request and without charge, at least one
conformed copy of each Shelf Registration Statement and any amendment thereto,
including exhibits and all documents incorporated or deemed to be incorporated
therein by reference.

                                       10
<PAGE>

     (f) During the Effectiveness Period, deliver to each Notice Holder, the
Special Counsel, if any, and the Initial Purchaser, in connection with any sale
of Registrable Securities pursuant to a Shelf Registration Statement, without
charge, as many copies of the Prospectus relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or supplement thereto
as any such person may reasonably request; and the Company hereby consents
(except during such periods that a Deferral Notice is outstanding and has not
been revoked) to the use of such Prospectus or each amendment or supplement
thereto by each such person in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement
thereto in the manner set forth therein on the terms set forth herein.

     (g) Prior to any public offering of the Registrable Securities pursuant to
a Shelf Registration Statement, use its commercially reasonable efforts to
register or qualify or cooperate with the Notice Holders and their respective
counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Notice Holder reasonably requests in writing; prior to any
public offering of the Registrable Securities pursuant to a Shelf Registration
Statement, use its commercially reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder's offer and sale of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the Shelf Registration
Statement and the related Prospectus; provided that the Company will not be
required to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or (ii) take any action that would subject it to general service
of process in suits or to taxation in any such jurisdiction where it is not then
so subject.

     (h) Upon (A) the necessity to amend the Shelf Registration Statement or any
Prospectus to comply with the Securities Act, the Exchange Act or the respective
rules and regulations promulgated by the SEC thereunder or the issuance by the
SEC of a stop order suspending the effectiveness of a Shelf Registration
Statement or the initiation of proceedings with respect to a Shelf Registration
Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence
of any event or the existence of any fact (a "Material Event") as a result of
which a Shelf Registration Statement shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or any Prospectus
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (C) the occurrence or existence of any pending corporate
development with respect to the Company or a public filing with the SEC that, in
the reasonable discretion of the Company, makes it appropriate to suspend the
availability of a Shelf Registration Statement and the related Prospectus:

                                    11

<PAGE>

          (i) in the case of clause (B) above, as promptly as practicable
     prepare and file, if necessary pursuant to applicable law, a post-effective
     amendment to such Shelf Registration Statement or a supplement to the
     related Prospectus or any document incorporated therein by reference or
     file any other required document that would be incorporated by reference
     into such Shelf Registration Statement and Prospectus so that such Shelf
     Registration Statement does not contain any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, and such
     Prospectus does not contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading, as thereafter delivered to the purchasers
     of the Registrable Securities being sold thereunder, and, in the case of a
     post-effective amendment to a Shelf Registration Statement, use its
     commercially reasonable efforts to cause it to be declared effective as
     promptly as is practicable, and

          (ii) give notice to the Notice Holders, and the Special Counsel, if
     any, that the availability of a Shelf Registration Statement is suspended
     (a "Deferral Notice").

The Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of a
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay additional interest pursuant to Section 2(e), so long as
the aggregate duration of any periods during which the availability of the Shelf
Registration Statement and any Prospectus is suspended (each, a "Deferral
Period") does not exceed 60 days in the aggregate in any consecutive 12-month
period.

     (i) If requested in writing in connection with a disposition of Registrable
Securities pursuant to a Shelf Registration Statement, make reasonably available
for inspection during normal business hours by a representative for the Notice
Holders of such Registrable Securities, any broker dealers, attorneys and
accountants retained by such Notice Holders, and any attorneys or other agents
retained by a broker-dealer engaged by such Notice Holders, all relevant
financial and other records, all relevant corporate documents and other relevant
information as may be reasonably requested by such representative for the Notice
Holders, or any such broker dealers, attorneys or accountants in connection with
such disposition, in each case as is customary for similar "due diligence"
examinations; provided that such persons shall first agree in writing with the
Company that any non-public information shall be used solely for the purposes of
satisfying "due diligence" obligations under the Securities Act and exercising
rights under this Agreement and shall be kept confidential for a period of five
years by such persons, unless (i) disclosure of such information is required by
court or administrative order or is necessary to respond to inquiries of
regulatory authorities, (ii) disclosure of such information is required by law
(including any disclosure requirements pursuant to federal securities laws in
connection with the

                                       12

<PAGE>

filing of any Shelf Registration Statement or the use of any prospectus referred
to in this Agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement, and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the Special
Counsel. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek a
protective order, confidentiality treatment or other appropriate remedy.

     (j) If requested by any Notice Holder, (i) promptly incorporate in the
Shelf Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information regarding such Holder as
required by the rules and regulations of the SEC as such Holder may reasonably
request to be included therein (unless the Company reasonably objects to such
inclusion and, in the opinion of counsel to the Company, such information is not
required to be so incorporated) and (ii) make all required filings of such
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
filing.

     (k) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements (which need not be
audited) satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
for a 12-month period commencing on the first day of the first fiscal quarter of
the Company commencing after the effective date of a Shelf Registration
Statement, which statements shall be made available no later than 45 days after
the end of the 12-month period or 90 days if the 12-month period coincides with
the fiscal year of the Company.

     (l) As applicable, cooperate with each Notice Holder to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities sold or to be sold pursuant to a Shelf Registration Statement, which
certificates shall not bear any restrictive legends, and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and
registered in such names as such Notice Holder may request in writing at least
two Business Days prior to any sale of such Registrable Securities.

     (m) Obtain opinions of counsel to the Company (which counsel and opinions,
in form, scope and substance, shall be reasonably satisfactory to the Holders
and Special Counsel) addressed to each Notice Holder, covering the matters
customarily covered in opinions requested in underwritten offerings and obtain
"cold comfort" letters from the independent registered public accounting firm of
the Company (and, if necessary, any other registered public accounting firm of
any subsidiary of the Company, or of any person or business acquired by the
Company for which financial statements and financial data are or are required to
be included or incorporated by reference in the Shelf Registration Statement or
the related Prospectus or in the documents incorporated or deemed to be
incorporated therein) addressed to the Company and

                                       13
<PAGE>

each Notice Holder, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings.

     (n) Provide a CUSIP number for all Registrable Securities covered by each
Shelf Registration Statement not later than the effective date of such Shelf
Registration Statement and provide the Trustee and the transfer agent for the
Common Shares with printed certificates for the Registrable Securities that are
in a form eligible for deposit with The Depository Trust Company.

     (o) Not later than the effective date of the Shelf Registration Statement,
use its best efforts to cause the Indenture to be qualified under the TIA in
connection with the registration of the Registrable Securities, cooperate with
the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its reasonable best efforts to cause the Trustee to
execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner.

     (p) Cooperate and assist in any filings required to be made with the
National Association of Securities Dealers, Inc.

     (q) Cause the Underlying Common Shares covered by the Shelf Registration
Statement to be listed or quoted, as the case may be, on each securities
exchange or automated quotation system on which the Common Shares is then listed
or quoted.

     SECTION 4. Holder's Obligations. (a) Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Shelf Registration Statement or to receive
a Prospectus relating thereto, unless such Holder has furnished the Company with
a Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as the Company
may from time to time reasonably request. Any sale of any Registrable Securities
by any Holder shall constitute a representation and warranty by such Holder that
the information relating to such Holder and its plan of distribution is as set
forth in the Prospectus made available or delivered by such Holder in connection
with such disposition, that such Prospectus does not as of the time of such sale
contain any untrue statement of a material fact relating to or provided by such
Holder or its plan of distribution and that such Prospectus does not as of the
time of such sale omit to state any material fact relating to or provided by
such Holder or its plan of distribution necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading. Each Holder further agrees not to sell any Registrable Securities
without delivering, or, if permitted by applicable securities law, making
available, to the purchaser thereof a Prospectus in accordance with the
requirements of applicable securities laws. Each Holder further agrees that such
Holder will not make any offer relating to the Registrable Securities that would
constitute an "issuer free

                                       14
<PAGE>

writing prospectus" (as defined in Rule 433 under the Securities Act) or that
would otherwise constitute a "free writing prospectus" (as defined in Rule 405
under the Securities Act), unless it has obtained the prior written consent of
the Company.

     (b) Upon receipt of any Deferral Notice, each Notice Holder agrees not to
sell any Registrable Securities pursuant to any Shelf Registration Statement
until such Notice Holder's receipt of copies of the supplemented or amended
Prospectus provided for in Section 3(h)(i), or until it is advised in writing by
the Company that the Prospectus may be used.

     SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Shelf
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the Financial Industry Regulatory Authority, Inc. and the SEC and (y)
of compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities being sold pursuant to a Shelf Registration Statement may designate),
(ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities in a form eligible for deposit with The
Depository Trust Company), (iii) all expenses of any persons in preparing or
assisting in preparing, word processing, printing and distributing any Shelf
Registration Statement, any Prospectus, any amendments or supplements thereto,
any, securities sales agreements and other documents relating to the performance
of and compliance with this Agreement, (iv) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (v) the
fees and disbursements of counsel to the Company in connection with any Shelf
Registration Statement, (vi) fees and disbursements of the Trustee and its
counsel and of the registrar and transfer agent for the Common Shares, (vii)
Securities Act liability insurance obtained by the Company in its sole
discretion, (vii) the reasonable fees and disbursements of Special Counsel
(other than fees and expenses in connection with any underwritten offerings),
and (ix) the fees and disbursements of the independent registered public
accounting firm of the Company and of any other Person or business whose
financial statements are included or incorporated or deemed to be incorporated
by reference in a Shelf Registration Statement, including the expenses of any
"cold comfort" or similar letters required by or incident to such performance
and compliance. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing by the
Company of the Registrable Securities on any securities exchange on which
similar securities of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company. Notwithstanding
the provisions of this Section 5, each seller of Registrable Securities shall
pay any broker's commission, agency fee or underwriter's discount or commission
in connection with the sale of the Registrable Securities under a Shelf
Registration Statement.

     SECTION 6. Indemnification and Contribution.

                                       15
<PAGE>

     (a) The Company agrees to indemnify and hold harmless each Notice Holder,
each person, if any, who controls any Notice Holder within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, and each
affiliate of any Holder within the meaning of Rule 405 under the Securities Act
from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by such
Holder in connection with defending or investigating any such action or claim)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Shelf Registration Statement or any amendment thereof, or any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in the light of the circumstances
under which they were made, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Holder
furnished to the Company in writing by or on behalf of such Holder expressly for
use therein; provided that the foregoing indemnity shall not inure to the
benefit of any Holder (or to the benefit of any person controlling such Holder)
from whom the person asserting such losses, claims, damages or liabilities
purchased the Registrable Securities, if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Holder to
such person, if required by law so to have been delivered at or prior to the
written confirmation of the sale of the Registrable Securities to such person,
and if the Prospectus (as so amended or supplemented) would have cured the
defect giving rise to such losses, claims, damages or liabilities, unless such
failure is the result of noncompliance by the Company with Section 2(c) hereof.

     (b) Each Holder agrees severally and not jointly to indemnify and hold
harmless the Company and the Company's directors and officers who sign any Shelf
Registration Statement and each person, if any, who controls the Company (within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) or any other Holder, to the same extent as the foregoing indemnity
from the Company to such Holder, but only with reference to information relating
to such Holder furnished to the Company in writing by or on behalf of such
Holder expressly for use in such Shelf Registration Statement or Prospectus or
amendment or supplement thereto. In no event shall the liability of any Holder
hereunder be greater in amount than the dollar amount of the proceeds received
by such Holder upon the sale of the Registrable Securities pursuant to the Shelf
Registration Statement giving rise to such indemnification obligation.

         (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 6(a) or 6(b) hereof, such person (the "indemnified
party") shall promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such

                                       16
<PAGE>

counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by, in the case of
parties indemnified pursuant to Section 6(a), the Holders of a majority (with
Holders of Securities deemed to be the Holders, for purposes of determining such
majority, of the number of shares of Underlying Common Shares into which such
Securities are or would be convertible as of the date on which such designation
is made) of the Registrable Securities covered by the Shelf Registration
Statement held by Holders that are indemnified parties pursuant to Section 6(a)
and, in the case of parties indemnified pursuant to Section 6(b), the Company.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

     (d) To the extent that the indemnification provided for in Section 6(a) or
6(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by any Holder shall be deemed to be equal to the value of receiving
registration rights under this Agreement for the Registrable Securities. The
relative fault of the Holders on the one hand and the Company on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Holders or by
the Company, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 6(d) are several
in proportion to the respective number of Registrable Securities they have sold
pursuant to a Shelf Registration Statement, and not joint.


                                       17

<PAGE>

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding this Section 6(d), no indemnifying party that is a selling
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

     (e) The remedies provided for in this Section 6 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity, hereunder, under the Purchase Agreement
or otherwise.

     (f) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder, any person controlling any Holder or any affiliate of any Holder or
by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) the sale of any Registrable Securities by any
Holder.

     SECTION 7. Information Requirements. The Company covenants that, if at any
time before the end of the Effectiveness Period, the Company is not subject to
Section 13 or 15(d) under the Exchange Act, it will make available to any Holder
or beneficial holder of Registrable Securities in connection with any sale
thereof and any prospectus purchaser of Registrable Securities, the information
required pursuant to Rule 144A(d)(4) under the Securities Act upon the request
of any Holder or beneficial holder of Registrable Securities and it will take
such further action as any Holder or beneficial holder of Registrable Securities
may reasonably request, all to the extent required from time to time to enable
such Holder or beneficial holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemption
provided by Rule 144A under the Securities Act, as such rule may be amended from
time to time. Upon the request of any Holder or any beneficial holder of
Registrable Securities, the Company shall deliver to such Holder or beneficial
holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company's most
recent report filed pursuant to Section 13 or Section 15(d) under the Exchange
Act.

     SECTION 8. Miscellaneous.

     (a) No Conflicting Agreements. The Company is not, as of the date hereof, a
party to, nor shall it, on or after the date of this Agreement, enter into, any
agreement with respect to its

                                       18

<PAGE>

securities that conflicts with the rights granted to the Holders in this
Agreement. In addition, the Company shall not grant to the holders of the
Company's securities (other than the Holders in such capacity) the right to
include any of its securities (other than the Registrable Securities) in the
Shelf Registration Statement provided for under this Agreement. The Company
represents and warrants that the rights granted to the Holders hereunder do not
in any way conflict with the rights granted to the holders of the Company's
securities under any other agreements.

     (b) 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 departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of a majority of
the then outstanding Underlying Common Shares constituting Registrable
Securities (with Holders of Securities deemed to be the Holders, for purposes of
this Section, of the number of outstanding shares of Underlying Common Shares
into which such Securities are or would be convertible as of the date on which
such consent is requested). Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose securities are being sold pursuant to
a Shelf Registration Statement and that does not directly or indirectly affect
the rights of other Holders may be given by Holders of at least a majority of
the Registrable Securities being sold by such Holders pursuant to such Shelf
Registration Statement; 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. Notwithstanding the foregoing, this
Agreement may be amended by written agreement signed by the Company and the
Initial Purchaser, without the consent of the Holders of Registrable Securities,
to cure any ambiguity or to correct or supplement any provision contained herein
that may be defective or inconsistent with any other provision contained herein,
or to make such other provisions in regard to matters or questions arising under
this Agreement that shall not adversely affect the interests of the Holders of
Registrable Securities. Each Holder of Registrable Securities outstanding at the
time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(b) whether or not any
notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such
Holder.

     (c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, by facsimile, by courier or
by first class mail, return receipt requested, and shall be deemed given (i)
when made, if made by hand delivery, (ii) upon confirmation, if made by
facsimile, (iii) one Business Day after being deposited with such courier, if
made by overnight courier or (iv) on the date indicated on the notice of
receipt, if made by first class mail, to the parties as follows:

          (i) if to a Holder, at the most current address or facsimile number
     given by such Holder to the Company in a Notice and Questionnaire or any
     amendment thereto;

          (ii) if to the Company, to:

                      Canadian Solar Inc.

                                    19

<PAGE>

                      199 Lushan Road
                      Suzhou New District
                      Suzhou, Jiangsu Province 215129
                      People's Republic of China
                      Attention: Chief Financial Officer
                      Facsimile No.: (86-512) 6690-8087

                      with a copy to:

                      Latham & Watkins LLP
                      8 Connaught Place
                      41st Floor, One Exchange Square
                      Central, Hong Kong
                      Attention: David Zhang, Esq.
                      Facsimile No.: (86-852) 2522-7006

          (iii) if to the Initial Purchaser, to:

                      Piper Jaffray & Co.
                      345 California Street, Suite 2400
                      San Francisco, California  94104
                      Attention: General Counsel
                      Facsimile No.: (415) 984-5121

                      with a copy to:
                      Wilson Sonsini Goodrich & Rosati, Professional Corporation
                      650 Page Mill Road
                      Palo Alto, California  94304
                      Attention: John A. Fore, Esq.
                      Facsimile No.: (650) 493-6811

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

     (d) Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchaser
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

     (e) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchaser. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon

                                       20

<PAGE>

each Holder of any Registrable Securities, provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Indenture. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities, such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
person shall be entitled to receive the benefits hereof.

     (f) Submission to Jurisdiction, Etc. The Company hereby submits to the
non-exclusive jurisdiction of the U.S. federal and New York state courts in the
Borough of Manhattan, The City of New York in any suit or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby. The
parties hereby irrevocably and unconditionally waive any objection to the laying
of venue of any lawsuit, action or other proceeding in such courts, and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such lawsuit, action or other proceeding brought in any
such court has been brought in an inconvenient forum. The Company irrevocably
appoints CT Corporation System, 111 Eighth Avenue, New York, N.Y. 10011, as its
authorized agent in the Borough of Manhattan, The City of New York, New York
upon which process may be served in any such suit or proceeding, and agrees that
service of process upon such agent, and written notice of said service to the
Company by the person serving the same to the address provided in Section 8(f)
shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding. The Company further agrees to take any and all
actions as may be necessary to maintain such designation and appointment of such
agent in full force and effect for a period of seven years from the date of this
Agreement.

     (g) Waiver of Immunity. With respect to any suit or proceeding arising out
of or relating to this Agreement, the Purchase Agreement, the Indenture or the
Securities or the transactions contemplated hereby or thereby, each party
irrevocably waives, to the fullest extent permitted by applicable law, all
immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled, and with respect to any such suit or
proceeding, each party waives any such immunity in any court of competent
jurisdiction, and will not raise or claim or cause to be pleaded any such
immunity at or in respect of any such suit or proceeding, including, without
limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act
of 1976, as amended.

     (h) Judgment Currency. The obligation of the Company in respect of any sum
due to the Initial Purchaser under this Agreement shall, notwithstanding any
judgment in a currency other than U.S. dollars or any other applicable currency
(the "Judgment Currency"), not be discharged until the first business day,
following receipt by the Initial Purchaser of any sum adjudged to be so due in
the Judgment Currency, on which (and only to the extent that) the Initial
Purchaser may in accordance with normal banking procedures purchase U.S. dollars
or any other applicable currency with the Judgment Currency; if the U.S. dollars
or other applicable currency so purchased are less than the sum originally due
to the Initial Purchaser hereunder, the Company agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify

                                       21
<PAGE>

the Initial Purchaser against such loss. If the U.S. dollars or other applicable
currency so purchased are greater than the sum originally due to the Initial
Purchaser hereunder, the Initial Purchaser agrees to pay to the Company an
amount equal to the excess of the U.S. dollars or other applicable currency so
purchased over the sum originally due to the Initial Purchaser hereunder.

     (i) 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 original and all of which taken together
shall constitute one and the same agreement.

     (j) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

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

     (l) Severability. If any term, provision, covenant or restriction of this
Agreement is held 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 thereby, and the parties hereto shall use their reasonable best
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 restriction, it being intended that all of the rights and privileges
of the parties shall be enforceable to the fullest extent permitted by law.

     (m) Entire Agreement. This Agreement is intended by the parties 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 the registration rights granted by the
Company with respect to the Registrable Securities. Except as provided in the
Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties with respect to such registration rights. No party hereto
shall have any rights, duties or obligations other than those specifically set
forth in this Agreement.

     (n) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof, any
confidentiality obligations under Section 3(i) hereof, and the obligations to
make payments of and provide for additional interest under Section 2(e) hereof
to the extent such damages accrue prior to the end of the Effectiveness Period,
each of which shall remain in effect in accordance with its terms.

                  [Remainder Of Page Intentionally Left Blank]

                                       22


<PAGE>

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

                                           CANADIAN SOLAR INC.



                                           By: /s/ Bing Zhu
                                               ---------------------------------
                                               Name: Bing Zhu
                                               Title:  CFO











Confirmed and accepted as of
the date first above written:

PIPER JAFFRAY & CO.



By: /s/ Martin C. Alvarez
    ---------------------------------
    Name:    Martin C. Alvarez
    Title:   Managing Director







                         [Registration Rights Agreement]