ExpressJet Holdings, Inc.




	
   

	
   

	
EXHIBIT 10.3










REGISTRATION RIGHTS AGREEMENT






                       
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2003 among ExpressJet
Holdings, Inc., a Delaware corporation (the “Company”), ExpressJet Airlines, Inc., a Delaware corporation (the
“Guarantor”) and the several parties named in Schedule I hereto (the “Initial Purchasers”) pursuant to
the Purchase Agreement, dated July 30, 2003 (the “Purchase Agreement”), among the Company, the Guarantor, Continental
Airlines, Inc., and the Initial Purchasers.  In order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Company and the Guarantor have 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 and the Guarantor agree with the Initial Purchasers, (i) for each of its benefit as an Initial Purchaser and
(ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Securities (as
defined herein), and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issuable upon
conversion of 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.  In addition to the terms that are defined elsewhere in this Agreement, the following
terms shall have the following meanings:



                       
“Additional Amount” has the meaning specified in Section 2(e) hereof.



                       
“Additional Amount Accrual Period” has the meaning specified in Section 2(e) hereof.



                       
“Additional Amount Payment Date” means each February 1 and  August 1.



                       
“Additional Notes” means up to an additional $18,750,000 aggregate principal amount of 4.25% Convertible Notes
due 2023 of the Company to be purchased pursuant to the Purchase Agreement.



                       
“Affiliate”, with respect to any specified person, has the meaning specified in Rule 144.



                       
“Applicable Conversion Price” means, as of any date of determination, $1,000 principal amount of Notes divided
by the Conversion Rate in effect as of such date of determination or, if no Notes are then outstanding, the Conversion Rate that
would be in effect were Notes then outstanding.









                       
“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in The City of New York are authorized or obligated by law or executive order to close.



                       
“Common Stock” means any shares of the common stock, $0.01 par value, of the Company and any other shares of
common stock as may constitute “Common Stock” for purposes of the Indenture, including the Underlying Common Stock.



                       
“Company” has the meaning specified in the first paragraph of this Agreement.



                       
“Conversion Rate” has the meaning assigned to such term in the Indenture.



                       
“Deferral Notice” has the meaning specified in Section 3(i) hereof.



                       
“Deferral Period” has the meaning specified in Section 3(i) hereof.



                       
“Effectiveness Deadline Date” has the meaning specified in Section 2(a) hereof.



                       
“Effectiveness Period” means the period of two years from the Issue Date or such shorter period ending on the
date that all Registrable Securities have ceased to be Registrable Securities.



                       
“Event” has the meaning specified in Section 2(e) hereof.



                       
“Event Date” has the meaning specified in Section 2(e) hereof.



                       
“Event Termination Date” has the meaning specified in Section 2(e) hereof.



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



                       
“Filing Deadline Date” has the meaning specified in Section 2(a) hereof.



                       
“Firm Notes” means an aggregate of $125,000,000 principal amount of the 4.25% Convertible Notes due 2023 of the
Company to be purchased pursuant to the Purchase Agreement.



                       
“guarantee” means, as applied to any obligation, (i) a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or indirect, contingent or otherwise, the practical effect
of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any
part of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit.









                       
“Guarantee” means the guarantee of the Notes by the Guarantor in accordance with the provisions of Article XI of
the Indenture.



                       
“Guarantor” has the meaning specified in the first paragraph of this Agreement.



                       
“Holder” has the meaning specified in the second paragraph of this Agreement.



                       
“Indenture” means the Indenture dated as of the date hereof, as amended from time to time, among the Company,
the Guarantor and Bank One, N.A., as trustee, pursuant to which the Securities are being issued.



                       
“Initial Purchasers” has the meaning specified in the first paragraph of this Agreement.



                       
“Initial Shelf Registration Statement” has the meaning specified in Section 2(a) hereof.



                       
“Issue Date” means August 5, 2003.



                       
“Material Event” has the meaning specified in Section 3(i) hereof.



                       
“Notes” means the Firm Notes and the Additional Notes.



                       
“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 dated
July 30, 2003 of the Company relating to 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.



                       
“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in
reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement,
including post‐effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus.



                       
“Purchase Agreement” has the meaning specified in the first paragraph of this Agreement.













                       
“Record Holder” means, with respect to any Additional Amount Payment Date relating to any Note or shares of
Underlying Common Stock as to which any Additional Amount has accrued, the registered holder of such Note or such shares of
Underlying Common Stock, as the case may be, on the immediately preceding January 15 (if the Additional Amount Payment Date is
February 1) or July 15 (if the Additional Amount Payment Date is August 1).



                       

“Registrable Securities” means the Securities and the Underlying Common Stock until such securities have been
converted or exchanged and, at all times subsequent to any such conversion or exchange, any securities into or for which such
securities have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split, merger or
similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act
and resale in accordance with the Registration Statement covering it, (ii) expiration of the holding period that would be
applicable thereto under Rule 144(k) were it not held by an Affiliate of the Company or the Guarantor, or (iii) its sale to
the public pursuant to Rule 144.



                       
“Registration Expenses” has the meaning specified in Section 5 hereof.



                       
“Registration Statement” means any registration statement of the Company and the Guarantor that covers any of
the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to
such registration statement, including post‐effective amendments, all exhibits, and all materials incorporated by reference
or explicitly deemed to be incorporated by reference in such registration statement.



                       
“Restricted Securities” has the meaning assigned to such term in Rule 144.



                       
“Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.



                       
“Rule 144A” means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.



                       
“Securities” means the Notes and the Guarantees collectively.



                       
“SEC” means the United States Securities and Exchange Commission and any successor agency.



                       
“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 specified in Section 2(a) hereof.









                       
“Subsequent Shelf Registration Statement” has the meaning specified in Section 2(b) hereof.



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



                       
“Trustee” means Bank One, N.A. (or any successor entity), the Trustee under the Indenture.



                       
“Underlying Common Stock” means the Common Stock into which the Securities are convertible or issued upon any
such conversion.



                       
SECTION 2.  Shelf Registration.  






                       
(a)        The Company and the Guarantor shall prepare and file or cause to be prepared and
filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the “Filing Deadline Date”) a
Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a
“Shelf Registration Statement”) registering the resale from time to time by Holders of all of the Registrable
Securities (the “Initial Shelf Registration Statement”).  The Initial Shelf Registration Statement shall be on
Form S‐3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration
Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of the Company.  The Company and the Guarantor shall use their reasonable
best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the
date (the “Effectiveness Deadline Date”) that is one-hundred and eighty (180) days after the Issue Date, and to keep,
subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent 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 ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became
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 such Prospectus to purchasers of Registrable Securities in accordance with
applicable law (other than laws not generally applicable to all such Holders).  Notwithstanding the foregoing, no Holder shall
be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has
provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4.  Neither
the Company nor the Guarantor shall permit any of its security holders (other than the Holders of Registrable Securities) to
include any of the Company’s or the Guarantor’s securities in the Shelf Registration Statement (or any subsequent Shelf
Registration Statement).



                       
(b)        If the Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the












Effectiveness Period, the Company and the Guarantor shall use their reasonable best efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness
amend the Shelf Registration Statement in a manner reasonably expected by the Company and the Guarantor to obtain the withdrawal of
the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities
that as of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration Statement”).  If a
Subsequent Shelf Registration Statement is filed, the Company and the Guarantor shall use reasonable efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed
during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent
Shelf Registration Statement), subject to Section 3(i)(A) hereof, continuously effective until the end of the Effectiveness
Period.



                       
(c)        The Company and the Guarantor shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the
Guarantor for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not
reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders.



                       
(d)        Each Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with
this Section 2(d) and Section 3(i) and Section 4.  Each Holder of Registrable Securities wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire to the Company at least ten (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, the
Company and the Guarantor shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and
Questionnaire is received by the Company, (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 any other document required by
the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the
Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable
Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the
Company shall file a post‐effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such
post‐effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable;
(ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as
promptly as is reasonably practicable












after the effectiveness under the Securities Act of any 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(i), provided further that if under applicable law
the Company and the Guarantor have more than one option as to the type or manner of making any such filing, they will make the
required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the
Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company
and the Guarantor shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any
Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder
pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the
Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement
or related Prospectus subject to and in accordance with the requirements of this Section 2(d).



                       
(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 Date, (ii) the Initial Shelf Registration
Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or
(iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period
pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii)
is individually referred to herein as an “Event,” and the Filing Deadline Date in the case of clause (i), the
Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in
any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to
herein as an “Event Date”).  Events shall be deemed to continue until the “Event Termination Date,”
which shall be the following dates with respect to the respective types of Events:  the date the Initial Shelf Registration
Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration
Statement is declared effective under the Securities Act in the case of an Event of the type described in clause (ii), and
termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in
Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iii).



                       
Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date after an Event Termination
Date (an “Additional Amount Accrual Period”), the Company and the Guarantor agree to pay an additional amount (the
“Additional Amount”), payable on the Additional Amount Payment Dates to Record Holders of then outstanding Securities
that are Registrable Securities or of then outstanding shares of Underlying Common Stock issued upon conversion of Securities that
are Registrable Securities,












as the case may be, accruing, for each portion of such Additional Amount Accrual Period beginning on and including an Additional
Amount Payment Date (or, in respect of the first time that the Additional Amount is to be paid to Holders on a Additional Amount
Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to
occur of (A) the date of the end of the Additional Amount Accrual Period or (B) the next Additional Amount Payment Date,
(x) in respect of any Notes, at a rate per annum equal to one‐quarter of one percent (0.25%) for the first ninety (90)-day
period from the Event Date, and thereafter at a rate per annum equal to one‐half of one percent (0.50%) of the aggregate
principal amount of such Notes and (y) in respect of any shares of  Common Stock issued upon conversion of Notes, at a rate
per annum equal to one‐quarter of one percent (0.25%) for the first ninety (90)-day period from the Event Date, and
thereafter at a rate per annum equal to one‐half of one percent (0.50%) of the aggregate Applicable Conversion Price of the
shares of Underlying Common Stock, in each case (x) or (y) determined as of the Business Day immediately preceding the next
Additional Amount Payment Date; provided that any Additional Amount accrued with respect to any Security or portion thereof
called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Additional
Amount Payment Date shall, in any such event, be paid instead to the Holder who submitted such Security or portion thereof for
redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly
following the conversion date, in the case of conversion).  Notwithstanding the foregoing, no Additional Amounts 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 rate of accrual of the Additional Amount with respect to any period
shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. 
Following the cure of all Events requiring the payment by the Company and/or the Guarantor of Additional Amounts to the Holders of
Registrable Securities pursuant to this Section, the accrual of Additional Amounts will cease (without in any way limiting the
effect of any subsequent Event requiring the payment of the Additional Amount by the Company and/or the Guarantor).



                       
The Trustee, subject to the applicable provisions of the Indenture, shall be entitled on behalf of Holders of Securities or
Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of any
Additional Amount.  Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of
the terms of this Agreement with respect to which additional amounts are expressly provided shall be such Additional Amount. 
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.



                       
All of the Company’s and the Guarantor’s obligations set forth in this Section 2(e) that are outstanding 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 obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement
pursuant to Section 8(k)).









                       
The parties hereto agree that the Additional Amounts 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 the 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 and the
Guarantor under Section 2 hereof, the Company and the Guarantor shall:



                       
(a)        Before filing any Registration Statement or Prospectus or any amendments or
supplements (other than any of the Company’s filings under the Exchange Act and supplements that do nothing more substantive
than name one or more Notice Holders as selling security holders) thereto with the SEC, furnish to the Initial Purchasers copies of
all such documents proposed to be filed and use reasonable efforts to reflect in each such document when so filed with the SEC such
comments as the Initial Purchasers reasonably shall propose within three (3) Business Days of the delivery of such copies to the
Initial Purchasers.



                       
(b)        Prepare and file with the SEC such amendments and post‐effective amendments to
each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); 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
reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so
supplemented.



                       
(c)        As promptly as reasonably practicable give notice to the Notice Holders and the
Initial Purchasers (i) when any Prospectus, Prospectus supplement, Registration Statement or post‐effective amendment to
a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post‐effective
amendment, when the same has been declared effective, (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 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 or injunction suspending or enjoining the use of any
Prospectus or the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose,
(iv) of the receipt by the Company or the Guarantor 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,












  (v) of the occurrence of (but not the nature of or details concerning) a Material Event (provided, however, that no
notice by the Company or the Guarantor shall be required pursuant to this clause  (v) in the event that either the Company and
the Guarantor promptly file a Prospectus supplement to update the Prospectus or the Company files a Current Report on Form
8‐K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in
either case, contains the requisite information with respect to such Material Event that results in such Registration Statement no
longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Company and the Guarantor that a post‐effective
amendment to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company and the
Guarantor (or as required pursuant to Section 3(i)), state that it constitutes a Deferral Notice, in which event the
provisions of Section 3(i) shall apply.



                       
(d)        Use reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of a 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 at the
earliest possible moment or, if any such order or suspension is made effective during any Deferral Period, at the earliest possible
moment after the expiration of such Deferral Period.



                       
(e)        If reasonably requested by the Initial Purchasers or any Notice Holder, as promptly
as reasonably practicable incorporate in a Prospectus supplement or post‐effective amendment to a Registration Statement such
information as the Initial Purchasers or such Notice Holder shall, on the basis of an opinion of nationally recognized counsel
experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of
such Prospectus supplement or such post-effective amendment as required by applicable law; provided that neither the Company
nor the Guarantor shall be required to take any actions under this Section 3(e) that are not, in the reasonable opinion of
counsel for the Company and the Guarantor, in compliance with applicable law.



                       
(f)         As promptly as reasonably practicable after the filing of such documents with
the SEC, furnish to each Notice Holder and the Initial Purchasers, upon their request and without charge, at least one (1)
conformed copy of the Registration Statement and any amendment thereto, including financial statements, but excluding schedules,
all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the
Company by such Notice Holder or the Initial Purchasers, as the case may be).



                       
(g)        During the Effectiveness Period (except during such periods that a Deferral Notice is
outstanding and has not been revoked), deliver to each Notice Holder in connection with any sale of Registrable Securities pursuant
to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable
Securities












and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company and the Guarantor hereby
consent (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 Notice Holder 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.



                       
(h)        Subject to Section 3(i), prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use reasonable efforts to register or qualify or cooperate with the Notice
Holders 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 (which request may be included in the Notice and Questionnaire), it being agreed
that no such registration or qualification will be made unless so requested; prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use 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 necessary to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the
relevant Registration Statement and the related Prospectus; provided that neither the Company nor the Guarantor will be
required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not otherwise
qualified 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.



                       
(i)         Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the 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 any 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 necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading (including, in any such case, as a
result of the non-availability of financial statements), or (C) the occurrence or existence of any development, event, fact,
situation or circumstance relating to the Company or the Guarantor, in the discretion of the Company and the Guarantor, makes it
appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus, (i) in the case of
clause (B) above, subject to the next sentence, as promptly as practicable prepare and file a post‐effective amendment
to such 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 Registration Statement and Prospectus so that such
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 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 Registration Statement, subject to the next sentence, use reasonable efforts to
cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice to the Notice Holders that
the availability of the Shelf Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any
Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such
Notice Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until
it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental
filings that are incorporated or deemed incorporated by reference in such Prospectus.  The Company and the Guarantor will use
reasonable 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 and the
Guarantor, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or the
Guarantor or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in
the case of clause (C) above, as soon as, in the discretion of the Company and the Guarantor, such suspension is no longer
appropriate.  So long as the period during which the availability of the Registration Statement and any Prospectus is
suspended (the “Deferral Period”) does not exceed thirty (30) days during any three (3) month period or ninety (90)
days during any twelve (12) month period, neither the Company nor the Guarantor shall incur any obligation to pay Additional
Amounts pursuant to Section 2(e).



                       
(j)         If reasonably requested in writing in connection with a disposition of
Registrable Securities pursuant to a Registration Statement, make reasonably available for inspection during reasonable business
hours by a representative for the Notice Holders of such Registrable Securities and any broker‐dealers, attorneys and
accountants retained by such Notice Holders, all relevant financial and other records, pertinent corporate documents and properties
of the Company, the Guarantor and their respective subsidiaries, and cause the appropriate executive officers, directors and
designated employees of the Company, the Guarantor and their respective subsidiaries to make reasonably available for inspection
during normal business hours all relevant information 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, however, that such persons shall first agree in writing with the
Company or the Guarantor, as the case may be, that any information that is reasonably designated by the Company or the Guarantor,
as the case may be, in writing as confidential at the time of delivery of such information shall be kept confidential by such
persons and shall be used solely for the purposes of exercising rights under this Agreement, 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 filing of any 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 or the Guarantor, as the case may be and such source is not bound by a confidentiality agreement or
otherwise obligated to keep such information confidential; 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 counsel referred to in Section 5.



                       
(k)        Comply with all rules and regulations of the SEC applicable to any Registration
Statement and make generally available to its security holders 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) no later than forty-five (45) days after the end of any twelve (12)-month period (or ninety (90) days after the end
of any twelve (12)-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the
Company commencing after the effective date of a Registration Statement, which statements shall cover said twelve (12)‐month
periods.



                       
(l)         Cooperate with each Notice Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities sold pursuant to a Registration Statement, 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 (2) Business Days prior to any sale of such Registrable Securities.



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



                       
(n)        Make a reasonable effort to provide such information as is required for any filings
required to be made with the National Association of Securities Dealers, Inc.



                       
(o)        Upon (i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement, announce the same, in each case by release to Reuters
Economic Services, Bloomberg Business News or any other means of dissemination reasonably expected to make such information known
publicly.



                       
(p)        Take all actions necessary, or reasonably requested by the holders of a majority of
the Registrable Securities being sold, in order to expedite or facilitate disposition of such Registrable Securities; provided that
neither the Company nor the Guarantor shall be required to take any action in connection with an underwritten offering without its
consent.









                       
(q)        Cause the Indenture to be qualified under the TIA not later than the effective date
of any Registration Statement; and in connection therewith, cooperate with the Trustee 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 reasonable
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.



                       
SECTION 4.  Holder’s Obligations.  Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a 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 in writing
all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder
not misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be
required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information
otherwise required by the Company to comply with applicable law or regulations.  Each Holder further agrees, following
termination of the Effectiveness Period, to notify the Company, within ten (10) Business Days of a request, of the amount of
Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company may assume that
all of the Holder’s Registrable Securities were so sold.



                       
SECTION 5.  Registration Expenses.  The Company and the Guarantor shall bear all fees and expenses incurred in
connection with the performance by the Company and the Guarantor of their obligations under Sections 2 and 3 of this Agreement
whether or not any of the Registration Statements are 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 National Association of Securities Dealers, Inc. and (y) of compliance with federal and
state securities or Blue Sky laws to the extent such filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified in the next sentence in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of the
Registrable Securities being sold pursuant to a 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) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company and the Guarantor in connection with the Shelf
Registration Statement, and (v) reasonable fees and disbursements of the Trustee and its counsel and of the registrar and
transfer agent for the Common Stock.  In addition, the Company and the Guarantor shall bear or reimburse the Notice Holders
for the fees and disbursements of one firm of legal counsel for the












Holders, which shall, upon the written consent of the Initial Purchasers (which shall not be unreasonably withheld), be another
nationally recognized law firm experienced in securities law matters designated by the Company.  In addition, the Company and
the Guarantor shall pay their respective internal expenses (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), and their respective expenses for any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any securities exchange on which the same securities of
the Company or the Guarantor, as the case may be are then listed and the fees and expenses of any person, including special
experts, retained by the Company or the Guarantor, as the case may be.



                       
SECTION 6.  Indemnification; Contribution. 






                       
(a)        The Company and the Guarantor agree to indemnify and hold harmless each of the
Initial Purchasers and each Holder of Registrable Securities and each person, if any, who controls any of the Initial Purchasers or
any holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, as follows:



                       
(i)         against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading;



                       
(ii)        against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is
effected with the prior written consent of the Company; and



                       
(iii)       subject to Section 6(c) below, against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen in accordance with Section 6(c) below), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;








provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense
to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of the Initial Purchasers, such Holder of Registrable
Securities (which also acknowledges the indemnity provisions herein) or any person, if any, who controls any of the Initial
Purchasers or any such Holder of Registrable Securities expressly for use in the Registration Statement (or any amendment thereto),
or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided further that this
indemnity agreement shall not apply to any loss, liability, claim, damage or expense (1) arising from an offer or sale of
Registrable Securities occurring during a Deferral Period, if a Deferral Notice was given to such Notice Holder or (2) if the
Holder fails to deliver at or prior to the written confirmation of sale, the most recent Prospectus, as amended or supplemented,
and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement
or omission of a material fact and the delivery thereof was required by law.



                       
(b)        In connection with any Registration Statement in which a Holder, including, without
limitation, any of the Initial Purchasers, of Registrable Securities is participating, in furnishing information relating to such
Holder of Registrable Securities to the Company in writing expressly for use in such Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto, the holders of such Registrable Securities agree, severally
and not jointly, to indemnify and hold harmless each of the Initial Purchasers and each person, if any, who controls any of the
Initial Purchasers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and
the Company, the Guarantor and each person, if any, who controls the Company or the Guarantor within the meaning of either such
Section, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)
of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Guarantor by or on
behalf of such Holder of Registrable Securities (which also acknowledges the indemnity provisions herein) or any person, if any,
who controls any such Holder of Registrable Securities expressly for use in the Registration Statement (or any amendment thereto)
or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).



                       
Each Initial Purchaser agrees to indemnify and hold harmless the Company, the Guarantor, the Holders of Registrable Securities,
their respective directors, officers and each person, if any, who controls the Company, the Guarantor or any Holder of Registrable
Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any
and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this
Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement












  (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser
expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).



                       
(c)        Each indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it
is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have
otherwise than on account of these indemnity provisions.  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 a separate firm as its own counsel,
but the fees and expenses of such 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 (A) the reasonable fees and expenses of more than
one firm (in addition to any local counsel) for the Initial Purchasers, Holders of Registrable Securities, and all persons, if any,
who control the Initial Purchasers or Holders of Registrable Securities within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act or (B) the reasonable fees and expenses of more than one firm (in
addition to any local counsel) for the Company, the Guarantor, their respective directors, and each person, if any, who controls
the Company or the Guarantor within the meaning of either such Section, and that all such reasonable fees and expenses shall be
reimbursed as they are incurred.  In the event a separate firm is retained for the Initial Purchasers, Holders of Registrable
Securities, and control persons of the Initial Purchasers and Holders of Registrable Securities, such firm shall be designated in
writing by the Initial Purchasers.  In the event a separate firm is retained for the Company and the Guarantor, and such
directors, officers and control persons of the Company and the Guarantor, such firm shall be designated in writing by the Company
and the Guarantor.  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution
could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and








  (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.



                       
(d)        If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than sixty (60) days after receipt by such indemnifying party of aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least forty-five (45) days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement; provided that an indemnifying party shall not be liable for any such
settlement effected without its consent if such indemnifying party (1) reimburses such indemnified party in accordance with
such request to the extent it considers such request to be reasonable and (2) provides written notice to the indemnified party
describing any unpaid balance it believes is unreasonable and the reasons therefor, in each case prior to the date of such
settlement.



                       
(e)        If the indemnification to which an indemnified party is entitled under this
Section 6 is for any reason unavailable to or insufficient although applicable in accordance with its terms to hold harmless
an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying
party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, 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 on the other hand in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.



                       
The relative fault of the Company and/or the Guarantor on the one hand and the holders of the Registrable Securities or the Initial
Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the
Company and/or the Guarantor or by the holder of the Registrable Securities or the Initial Purchasers and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.



                       
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to
above in this Section 6(e).  The aggregate amount of losses, liabilities, claims, damages, and expenses incurred by an
indemnified party and referred to above in this Section 6(e) shall be deemed to include any out-of-pocket legal or other
expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.









                       
Notwithstanding the provisions of this Section 6, neither the Holder of any Registrable Securities nor an Initial Purchaser
shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which the Registrable
Securities sold by such Holder of Registrable Securities or by such Initial Purchaser, as the case may be, and distributed to the
public were offered to the public exceeds the amount of any damages that such Holder of Registrable Securities or such Initial
Purchaser 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.



                       
For purposes of this Section 6(e), each person, if any, who controls an Initial Purchaser or any holder of Registrable
Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Initial Purchaser or such holder, and each person, if any, who controls the Company or the Guarantor
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company.



                       
SECTION 7.  Information Requirements.  The Company and the Guarantor covenant that, if at any time before the end
of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with
any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably
request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably
request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitations of Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions.  Upon the written request of any Holder of Registrable Securities, the
Company shall deliver to such Holder a written statement as to whether it is subject to such reporting requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its
securities under any section of the Exchange Act.



                       
SECTION 8.  Miscellaneous



                       
(a)        No Conflicting Agreements.  The Company is not, and the Guarantor is not,
as of the date hereof, a party to, nor shall they, on or after the date of this Agreement, enter into, any agreement with respect
to the Company’s securities that conflicts with the rights granted to the Holders of Registrable Securities in this
Agreement.  The Company and the Guarantor represent and warrant that the rights granted to the Holders of Registrable
Securities 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 and the Guarantor have obtained the written consent of Holders of a majority
of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Notes deemed to be the
Holders, for purposes of this Section 8(b), of the number of outstanding shares of Underlying Common Stock into which such Notes
are or would be convertible or exchangeable 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 of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of at least a majority
of the Registrable Securities being sold by such Holders pursuant to such 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.  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 telecopier, by courier guaranteeing overnight delivery 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 telecopier, (iii) one (1) 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:



                       
if to a Holder of Registrable Securities that is not a Notice Holder, at the address for such Holder then appearing in the
Registrar (as defined in the Indenture);



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



                       
if to the Company, or the Guarantor, Chief Financial Officer (fax no.: (713) 324-0501) and confirmed to 1600 Smith Street, HQSEO,
Houston, Texas, 77002, attention of the Chief Financial Officer and to the General Counsel (fax no.: (713) 324-4420) and confirmed
at 1600 Smith Street, HQSLG, Houston, Texas, 77002, attention of the General Counsel;













                       
if to the Representatives of the Initial Purchasers, to the Citigroup General Counsel (fax no.: (212) 816-7912) and confirmed to
Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention:  General Counsel; Merill Lynch
General Counsel (fax no.: (212) 449-3150) and confirmed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at 4 World
Financial Center, New York, New York 10080, Attention:  General Counsel; Morgan Stanley Global Capital Markets Syndicate Desk
(fax no.: (212) 761-0538) and confirmed to Morgan Stanley & Co. Incorporated at 1585 Broadway, New York, New York 10036,
Attention:  Global Capital Markets Syndicate Desk;



                       
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, the Guarantor or
their Affiliates (other than the Initial Purchasers or subsequent Holders of Registrable Securities 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.  This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties hereto and, without requiring any express assignment, shall inure
to the benefit of and be binding upon 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 Purchase
Agreement.  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 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.



                       
(f)         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.



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



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













                       
(i)         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 hereto shall be enforceable to the fullest extent permitted by law.



                       
(j)         Entire Agreement.  This Agreement is intended by the parties hereto
as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and

understanding of the parties hereto in respect of the subject matter contained herein and 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 hereto with respect to such registration rights.



                       
(k)        Termination.  This Agreement and the obligations of the parties hereunder
shall terminate upon the expiration of the Effectiveness Period, except for (i) any liabilities or obligations under
Section 4, 5 or 6 hereof and the obligations to make payments of and provide for Additional Amounts 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.


[Signature page follows]















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



                                                                 
Very truly yours,



                                                                 
ExpressJet Holdings, Inc.



                                                                 
By: /s/ Frederick S.
Cromer                          
         

                                                                 
Name: Frederick S. Cromer

                                                                 
Title: Vice President and Chief Financial Officer



                                                                 
ExpressJet Airlines, Inc.



                                                                 
By: /s/ Frederick S.
Cromer                          
         

                                                                 
Name: Frederick S. Cromer

                                                                 
Title: Vice President and Chief Financial Officer


Agreed and accepted as of the date first above written.


Citigroup Global Markets Inc.


By:/s/Jeffrey J.
Singer                          


Name: Jeffrey J. Singer

Title: Director


Merrill Lynch, Pierce, Fenner & Smith

Incorporated


By:/s/ David
Iwan                          


Name: David Iwan

Title: Vice President


Morgan Stanley & Co. Incorporated


By:/s/ Kenneth G.
Pott                          


Name: Kenneth G. Pott

Title: Managing Director


Each on behalf of the 

Initial Purchasers






















SCHEDULE I


To Registration Rights Agreement


Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York  10013


Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, New York 10080


Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036


Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010


Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004


UBS Securities LLC

299 Park Ave

New York, New York 10171