exhibit101registrationri






                                                                                                   FORM OF REGISTRATION RIGHTS AGREEMENT         This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 5, 2019 and  is made by and among FedNat Holding Company, a Florida corporation (the “Company”), and the purchaser  or purchasers identified on the signature page hereto (individually or collectively, the “Purchaser”).         This Agreement is made pursuant to the Note Purchase Agreement dated February 25, 2019 (the  “Purchase Agreement) by and between the Company and the Purchaser, which provides for the sale by the  Company to the Purchaser of an aggregate principal amount of the Company’s 7.5% Senior Unsecured Notes  due 2029, to be issued on March 5, 2019 (the “Notes”) as specified in Schedule I to the Purchase Agreement.   In order to induce the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the  Purchaser’s obligations thereunder, the Company has agreed to provide to the Purchaser and its respective  direct and indirect transferees and assigns the registration rights set forth in this Agreement.  The execution  and  delivery  of  this  Agreement,  and  of  other  Registration  Rights  Agreements  in  form  identical  to  this  Agreement (the “Other Registration Rights Agreements”) with  purchasers other than the Purchaser (the  “Other Purchasers”), are conditions to the closing under the Purchase Agreement. The rights of each Purchaser  hereunder shall be pari passu with each Other Purchaser under the Other Registration Rights Agreements.         In consideration of the foregoing, the parties hereto agree as follows:         1.    Definitions.  As used in this Agreement, the following capitalized defined terms shall have  the following meanings:               “1933 Act” shall mean the Securities Act of 1933, as amended from time to time, and the        rules and regulations of the SEC promulgated thereunder.               “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time,        and the rules and regulations of the SEC promulgated thereunder.               “Acquisition Agreement” shall mean the Equity Purchase Agreement, dated February 25,        2019 among Maison Insurance Company, Maison Managers, Inc., ClaimCor, LLC, 1347 Property        Insurance Holdings, Inc. and the Company.                “Agreement” shall have the meaning set forth in the preamble to this Agreement.                “Applicable  Procedures”  shall  mean,  with  respect  to  any  transfer  or  exchange  of  or  for        beneficial interests in any Note represented by a global certificate, the rules and procedures of the        Depositary that apply to such transfer or exchange.               “Company” shall have the meaning set forth in the preamble to this Agreement and also        includes the Company’s successors.               “Depositary” shall mean The Depository Trust Company, or any other depositary appointed        by the Company, including any agent thereof; provided, however, that any such depositary must at        all times have an address in the Borough of Manhattan, The City of New York.               “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for        Registrable Securities pursuant to Section 2(a) hereof.               “Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant        to Section 2(a) hereof.       





 






      “Exchange  Offer  Registration  Statement”  shall  mean  an  exchange  offer  registration  statement  on  Form  S-4  (or,  if  applicable,  on  another appropriate  form)  covering  the  Registrable  Securities, and all amendments and supplements to such registration statement, in each case including  the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be  incorporated by reference therein.         “Exchange Securities” shall mean the 7.5% Senior Unsecured Notes due 2029 issued by the  Company under the Indenture containing terms identical to the Notes (except that (i) interest thereon  shall accrue from the last date to which interest has been paid or duly provided for on the Notes or, if  no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) the transfer  restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the  issuance  of  the  Notes  without  registration  under  the  1933  Act  shall  be  eliminated,  (iii)  the  denominations thereof shall be $1,000 and integral multiples of $1,000 and (iv) all of the Exchange  Securities will be represented by one or more global Exchange Securities in book-entry form unless  exchanged for Exchange Securities in definitive certificated form under the circumstances provided  in  the  Indenture  to  be  offered  to  Holders  of  Registrable  Securities in  exchange  for  Registrable  Securities pursuant to the Exchange Offer).         “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.         “Holder” shall mean (i) the Purchaser, for so long as it owns any Registrable Securities, and  each of its successors, assigns and direct and indirect transferees who become registered owners of  Registrable  Securities  under  the  Indenture  and  (ii)  each  Participating  Broker-Dealer  that  holds  Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus  meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.         “Indenture”  shall  mean  the  indenture,  dated  as  of  March  5,  2019,  by  and  between  the  Company  and  the  Bank  of  New  York  Mellon, as  trustee,  as  the  same  may  be  amended  or  supplemented from time to time in accordance with the terms thereof.         “Interest Accrual Date” means March 5, 2019.         “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount  of Registrable Securities outstanding, excluding Exchange Securities referred to in clause (ii) of the  definition  of  “Holders”  above; provided that  whenever  the  consent  or  approval  of  Holders  of  a  specified  percentage  of  Registrable  Securities  or  Exchange  Securities  is  required  hereunder,  Registrable Securities and Exchange Securities held by the Company or any of its affiliates (as such  term is defined in Rule 405 under the 1933 Act) shall be disregarded in determining whether such  consent or approval was given by the Holders of such required percentage.         “Notes” shall have the meaning set forth in the preamble to this Agreement.         “Notifying Broker-Dealer” shall have the meaning set forth in Section 3(f).         “Participating Broker-Dealer” shall have the meaning set forth in Section 3(f).         “Person”  shall  mean  an  individual,  partnership,  joint  venture,  limited  liability  company,  corporation, trust or unincorporated organization, or a government or agency or political subdivision  thereof.                                    2                 





 






      “Prospectus” shall mean the prospectus included in a Registration Statement, including any  preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus  supplement, including a prospectus supplement with respect to the terms of the offering of any portion  of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments  and supplements to a prospectus, including post-effective amendments, and in each case including all  material incorporated or deemed to be incorporated by reference therein.         “Purchase Agreement” shall have the meaning set forth in the preamble to this Agreement.         “Purchaser” shall have the meaning set forth in the preamble of this Agreement.         “Registrable Securities” shall mean the Notes; provided, however, that any Notes shall cease  to be Registrable Securities when (i) a Registration Statement with respect to such Notes shall have  been declared effective under the 1933 Act and such Notes shall have been disposed of pursuant to  such Registration Statement, (ii) such Notes shall have ceased to be outstanding, or (iii) such Notes  have been exchanged for Exchange Securities which have been registered pursuant to the Exchange  Offer Registration Statement upon consummation of the Exchange Offer unless, in the case of any  Exchange Securities referred to in this clause (iii), such Exchange Securities are held by Participating  Broker-Dealers or otherwise are freely tradable without any limitations or restrictions under the 1933  Act (in which case such Exchange Securities will be deemed to be Registrable Securities until such  time as such Exchange Securities are sold to a purchaser in whose hands such Exchange Securities  are freely tradeable without any limitations or restrictions under the 1933 Act).         “Registration  Expenses”  shall  mean  any  and  all  expenses  incident  to  performance  of  or  compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock  exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with  compliance with state or other securities or blue sky laws and compliance with the rules of FINRA  (including  reasonable  fees  and  disbursements  of  counsel  for  any  underwriters  or  Holders  in  connection with qualification of any of the Exchange Securities or Registrable Securities under state  or other securities or blue sky laws and any filing with and review by FINRA), (iii) all expenses of  any Persons in preparing, printing and distributing any Registration Statement, any Prospectus, any  amendments  or  supplements  thereto,  any  underwriting  agreements,  securities  sales  agreements,  certificates  representing  the  Notes  or  Exchange  Securities  and  other  documents  relating  to  the  performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and  expenses incurred in connection with the listing, if any, of any of the Notes or Exchange Securities  on any securities exchange or exchanges or on any quotation system, (vi) all fees and disbursements  relating  to  the  qualification  of  the  Indenture  under  applicable  securities  laws,  (vii)  the  fees  and  disbursements  of  counsel  for  the  Company  and  the  fees  and  expenses  of  independent  public  accountants for the Company or for any other Person, business or assets whose financial statements  are included in any Registration Statement or Prospectus, including the expenses of any special audits  or “cold comfort” letters required by or incident to such performance and compliance, (viii) the fees  and expenses of a “qualified independent underwriter” as defined by FINRA Rule 5121 (if required  by FINRA rules) and the fees and disbursements of its counsel, (ix) the fees and expenses of the  Trustee, any registrar, any depositary, any paying agent, any escrow agent or any custodian, in each  case  including  fees  and disbursements  of  their  respective  counsel,  and  (x)  in  the  case  of  an  underwritten offering, any fees and disbursements of the underwriters customarily paid by issuers or  sellers of securities and the fees and expenses of any special experts retained by the Company in  connection with any Registration Statement but excluding (except as otherwise provided herein) fees  of  counsel  to  the  underwriters  or  the  Holders  and  underwriting  discounts  and  commissions  and  transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.                                     3                 





 






            “Registration Statement” shall mean any registration statement of the Company relating to        any offering of the Exchange Securities or Registrable Securities pursuant to the provisions of this        Agreement (including, without limitation, any Exchange Offer Registration Statement and any Shelf        Registration Statement), and all amendments and supplements to any such Registration Statement,        including post-effective amendments, in each case including the Prospectus contained therein, all        exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.               “SEC” shall mean the United States Securities and Exchange Commission or any successor        thereto.               “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.               “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company        pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable        Securities, as the case may be, on an appropriate form under Rule 415 under the 1933 Act, or any        similar rule that may be adopted by the SEC, and all amendments and supplements to such Shelf        Registration Statement, including post-effective amendments, in each case including the Prospectus        contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by        reference therein.               “Specified Date” shall mean:               (i)  if  the  transactions  contemplated  by  the  Acquisition  Agreement  are  consummated        (“Acquisition Closing”) on or prior to December 31, 2019, the date of such Acquisition Closing; and               (ii) if the Acquisition Closing does not occur on or prior to December 31, 2019, or if the        Acquisition  Agreement  is  terminated  prior  to  December  31,  2019,  or  if  the  Company  publicly        announces  that  the  transactions  contemplated  by  the  Acquisition  Agreement will  not  be        consummated, the Special Mandatory Redemption Date (as defined in the Indenture), which is the        date the Company completes its redemption of up to $49,500,000 in aggregate principal amount of        the Notes pursuant to Section 5.8 of the Indenture.                 “TIA” shall mean the Trust Indenture Act of 1939, as amended from time to time, and the        rules and regulations of the SEC promulgated thereunder.               “Trustee” shall mean the trustee with respect to the Notes and the Exchange Securities under        the Indenture.               “Underwriters” shall have the meaning set forth in Section 5(a).                For purposes of this Agreement, (i) all references in this Agreement to any Registration  Statement, preliminary prospectus or Prospectus or any amendment or supplement to any of the foregoing  shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis  and Retrieval system; (ii) all references in this Agreement to financial statements and schedules and other  information  which  is  “contained,”  “included”  or  “stated”  in  any  Registration  Statement,  preliminary  prospectus or Prospectus (or other references of like import) shall be deemed to mean and include all such  financial statements and schedules and other information which is incorporated or deemed to be incorporated  by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be; (iii)  all references in this Agreement to amendments or supplements to any Registration Statement, preliminary  prospectus or Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act  which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary                                         4    





 






prospectus or Prospectus, as the case may be; (iv) all references in this Agreement to Rule 144, Rule 144A,  Rule 405 or Rule 415 under the 1933 Act, and all references to any sections or subsections thereof or terms  defined therein, shall in each case include any successor provisions thereto; and (v) all references in this  Agreement to days (but not to business days) shall mean calendar days.         2.    Registration Under the 1933 Act.               (a)   Exchange Offer Registration.  The Company shall (A) file with the SEC on or prior        to the 45th day after the Specified Date an Exchange Offer Registration Statement covering the offer        by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate        principal amount of Exchange Securities, (B) use its reasonable best efforts to cause such Exchange        Offer Registration Statement to be declared effective by the SEC no later than the  30th day after it is        filed with the SEC, (C) use its reasonable best efforts to cause such Registration Statement to remain        effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate        the Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration        Statement.  Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall        promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable        each Holder eligible  and  electing  to  exchange Registrable  Securities for Exchange  Securities        (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under        the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and        has no arrangements or understandings with any Person to participate in the Exchange Offer for the        purpose of distributing such Exchange Securities) to trade such Exchange Securities from and after        their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue        sky laws of the states of the United States.                       In connection with the Exchange Offer, the Company shall:                      (i)   promptly mail to each Holder a copy of the Prospectus forming part of the        Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related        documents;                      (ii)  keep the Exchange Offer open for not less than 20 business days and not        more than 40 business days (or longer if required by applicable law) after the date notice thereof is        mailed  to  the  Holders  (or,  to  the  extent  permitted  or  required  by  Applicable  Procedures,  sent        electronically)  and,  during  the  Exchange  Offer,  offer  to all  Holders  who  are  legally  eligible  to        participate  in  the  Exchange  Offer  the  opportunity  to  exchange  their  Registrable  Securities  for        Exchange Securities;                      (iii) use the services of a depositary with an address in the United States, which        may be the Trustee or an affiliate of the Trustee, for the Exchange Offer;                      (iv)  permit Holders to withdraw tendered Registrable Securities at any time prior        to the close of business, Sunrise, Florida time, on the last business day on which the Exchange Offer        shall remain open, by sending to the institution specified in the Prospectus or the related letter of        transmittal or related documents a telegram, telex, facsimile transmission, letter or other method        permitted or required by Applicable Procedures setting forth the name of such Holder, the principal        amount  of  Registrable  Securities  delivered  for  exchange,  and  a  statement  that  such  Holder  is        withdrawing its election to have such Notes exchanged;                                           5    





 






            (v)   notify each Holder that any Registrable Security not tendered will remain  outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except  in the case of Participating Broker-Dealers as provided herein); and               (vi)  otherwise comply in all material respects with all applicable laws relating to  the Exchange Offer.               The Exchange Securities shall be issued under the Indenture, which shall be qualified  under the TIA.  The Indenture shall provide that the Exchange Securities and the Notes shall vote and  consent together on all matters as a single class and shall constitute a single series of debt securities  issued under the Indenture.               As soon as practicable after the close of the Exchange Offer, the Company shall:               (i)   accept for exchange all Registrable Securities duly tendered and not validly  withdrawn  pursuant  to  the Exchange  Offer  in  accordance  with  the terms  of  the Exchange  Offer  Registration Statement and the letter of transmittal which is an exhibit thereto;               (ii)  deliver,  or  cause  to  be  delivered,  to  the  Trustee  for  cancellation  all  Registrable Securities so accepted for exchange by the Company; and               (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities  to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the  principal amount of the Registrable Securities of such Holder so accepted for exchange.               Interest on each Exchange Security will accrue from the last date on which interest  was paid or duly provided for on the Notes surrendered in exchange therefor or, if no interest has  been paid or duly provided for on such Notes, from the Interest Accrual Date.  The Exchange Offer  shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any  exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff  of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or  by or before any governmental agency with respect to the Exchange Offer which, in the Company’s  judgment, would reasonably be expected to impair the ability of the Company to proceed with the  Exchange  Offer,  and  (iii)  that  the  Holders  tender  the  Registrable  Securities  to  the  Company  in  accordance with the Exchange Offer.  Each Holder of Registrable Securities (other than Participating  Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the  Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under  the 1933 Act) of the Company, (ii) any Exchange Securities to be received by it will be acquired in  the ordinary course of business and (iii) it has no arrangement with any Person to participate in the  distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall be required  to make such other representations as may be reasonably necessary under applicable SEC rules,  regulations or interpretations to render the use of Form S-4 or another appropriate form under the  1933 Act available.                 Each Holder hereby acknowledges and agrees that any broker-dealer and any such  Holder  using  the  Exchange  Offer  Registration  to  participate  in  a  distribution  of  the  Exchange  Securities (x) could not under SEC policy as in effect on the date of this Agreement rely on the  position of the SEC in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital  Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the SEC’s letter to Shearman &  Sterling dated July 2, 1993 and similar no-action letters and (y) must comply with the registration and  prospectus delivery requirements of the 1933 Act in connection with any secondary resale transaction                                   6                 





 






and must be covered by an effective registration statement containing the selling security holder  information required by Items 507 and 508, of Regulation S-K, as applicable, under the 1933 Act if  the resales are of Exchange Securities obtained by such Holder in exchange for Notes acquired by  such Holder directly from the Company or one of its affiliates. Accordingly, each Holder participating  in the Exchange Offer Registration shall be required to represent to the Company that, at the time of  the consummation of the Exchange Offer Registration:               (i)   any Exchange Securities received by such Holder will be acquired in the  ordinary course of business;                             (ii)  such Holder will have no arrangement or understanding with any Person to  participate in the distribution of the Notes or the Exchange Securities within the meaning of the  1933 Act;                             (iii)  such Holder is not an affiliate of the Company; and                             (iv)  such Holder is not acting on behalf of any Person who could not truthfully  make the statements set forth in clauses (i), (ii) and (iii) immediately above.                (b)   Shelf Registration.                 (i)   If, because of any change in law or applicable interpretations thereof by the  staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by  Section 2(a) hereof, or                (ii)  if for any other reason (A) the Exchange Offer Registration Statement is not  declared effective within 30 days following the date it is filed with the SEC or (B) the Exchange Offer  is not consummated within 45 days after effectiveness of the Exchange Offer Registration Statement  (provided that if the Exchange Offer Registration Statement shall be declared effective after such 30- day  period  or  if  the Exchange  Offer shall  be  consummated  after  such  45-day  period,  then  the  Company’s  obligations  under  this  clause (ii) arising  from  the  failure of  the Exchange  Offer  Registration  Statement to  be  declared  effective  within  such  30-day  period  or  the  failure  of  the  Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), or                (iii) if any Holder is not eligible to participate in the Exchange Offer or elects to  participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable  without any limitations or restrictions under the 1933 Act, the Company shall, at its cost:                     (A)   as promptly as practicable, but no later than (a) the 150th day after        the Specified Date or (b) the 60th day after any such filing obligation arises, whichever is        later, file with the SEC a Shelf Registration Statement relating to the offer and sale of the        Registrable Securities by the Holders from time to time in accordance with the methods of        distribution elected by the Majority Holders of such Registrable Securities and set forth in        such Shelf Registration Statement;                     (B)   use  its  reasonable  best  efforts  to  cause such Shelf  Registration        Statement to be declared effective by the SEC as promptly as practicable, but in no event        later than (a) the 195th day after the Specified Date or (b) the 105th day after an obligation to        file with the SEC a Shelf Registration Statement arises, whichever is later.  In the event that        the Company is required to file a Shelf Registration Statement pursuant to clause (iii) above,        the Company shall file and use its reasonable best efforts to have declared effective by the                                   7                 





 






      SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to        all Registrable Securities and a Shelf Registration Statement (which may be a combined        Registration  Statement with  the Exchange  Offer  Registration  Statement)  with  respect  to        offers and sales of Registrable Securities held by such Holder described in clause (iii) above;                     (C)   use  its  reasonable  best  efforts  to  keep the Shelf  Registration        Statement continuously effective, supplemented and amended as required, in order to permit        the Prospectus forming part thereof to be usable by Holders for a period of two years after        the latest date on which any Notes are originally issued by the Company (subject to extension        pursuant to the last paragraph of Section 3) or, if earlier, when all of the Registrable Securities        covered  by  such Shelf  Registration  Statement (i)  have  been  sold  pursuant  to  the Shelf        Registration Statement in accordance with the intended method of distribution thereunder, or        (ii) cease to be Registrable Securities; and                     (D)   notwithstanding any other provisions hereof, use its best efforts to        ensure that  (i)  any Shelf  Registration  Statement and  any  amendment  thereto  and  any        Prospectus forming a part thereof and any supplements thereto comply in all material respects        with the 1933 Act, (ii) any Shelf Registration Statement and any amendment thereto does        not, when it becomes effective, contain an untrue statement of a material fact or omit to state        a material fact required to be stated therein or necessary to make the statements therein not        misleading and (iii) any Prospectus forming part of any Shelf Registration Statement and any        amendment or supplement to such Prospectus does not include an untrue statement of a        material fact or omit to state a material fact necessary in order to make the statements therein,        in the light of the circumstances under which they were made, not misleading; provided,        however, clauses (ii) and (iii) shall not apply to any statement in or omission from a Shelf        Registration  Statement or  a Prospectus made  in  reliance  upon  and  conformity  with        information relating to any Holder, Participating Broker-Dealer or underwriter of Registrable        Securities furnished to the Company in writing by such Holder, Participating Broker-Dealer        or underwriter,  respectively,  expressly  for  use  in  such Shelf  Registration  Statement or        Prospectus.                     The Company further agrees, if necessary, to supplement or amend the Shelf  Registration Statement if reasonably requested by the Majority Holders with respect to information  relating to the Holders and otherwise as required by Section 3(b) below, to use its reasonable best  efforts to cause any such amendment to become effective and such Shelf Registration Statement to  become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities  copies of any such supplement or amendment promptly after its being used or filed with the SEC.         (c)   Expenses.  The Company shall pay all Registration Expenses in connection with the  registration pursuant to Section 2(a) and 2(b) and, in the case of any Shelf Registration Statement,  will reimburse the Holders for the reasonable fees and disbursements of one counsel (in addition to  any local counsel) designated in writing by the Majority Holders to act as counsel for the Holders of  the Registrable Securities in connection therewith.  Each Holder shall pay all fees and disbursements  of its counsel other than as set forth in the preceding sentence or in the definition of Registration  Expenses and all underwriting discounts and commissions and transfer taxes, if any, relating to the  sale or disposition of such Holder’s Registrable Securities pursuant to a Shelf Registration Statement.         (d)   Effective Registration Statement.               (i)   The Company shall be deemed not to have used its reasonable best efforts  to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case                                   8                 





 






      may be, to become, or to remain, effective during the requisite periods set forth herein if the Company        voluntarily takes any action that could reasonably be expected to result in any such Registration        Statement not  being  declared  effective  or  remaining  effective  or  in  the Holders of Registrable        Securities (including,  under  the  circumstances  contemplated  by Section 3(f) hereof, Exchange        Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities        during that period unless (A) such action is required by applicable law or (B) such action is taken by        the Company in  good  faith  and  for  valid  business  reasons  (but  not  including  avoidance  of  the        Company’s obligations hereunder), including the acquisition or divestiture of assets or a material        corporate  transaction  or  event  so  long  as  the Company promptly  complies  with  the  notification        requirements of Section 3(k) hereof, if applicable.                     (ii)  An Exchange Offer Registration Statement pursuant to Section 2(a) hereof        or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become        effective unless it has been declared effective by the SEC; provided, however, that if, after such        Registration Statement has been declared effective, the offering of Registrable Securities pursuant to        a Registration Statement is interfered with by any stop order, injunction or other order or requirement        of the SEC or any other governmental agency or court, such Registration Statement shall be deemed        not to have been effective during the period of such interference until the offering of Registrable        Securities pursuant to such Registration Statement may legally resume.                     (iii) During any 365-day period, the Company may, by notice as described in        Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer        Registration  Statement is  being  used  in  connection  with  the  resale  of Exchange  Securities by        Participating  Broker-Dealers as  contemplated  by Section 3(f),  the Exchange  Offer  Registration        Statement) and the use of the related Prospectus for up to two periods of up to 45 consecutive days        each (except for the consecutive 45-day period immediately prior to final maturity of the Notes), but        no more than an aggregate of 90 days during any 365-day period, upon the happening of any event        or the discovery of any fact referred to in Section 3(e)(vi), but subject to compliance by the Company        with its obligations under the last paragraph of Section 3.         (e)   Specific  Enforcement.   Without  limiting  the  remedies  available  to  the Holders  or  any  Participating Broker-Dealer, the Company acknowledges that any failure by the Company to comply with its  obligations under Sections 2(a) and 2(b) hereof may result in material irreparable injury to the Holders or the  Participating Broker-Dealers for which there is no adequate remedy at law, that it will not be possible to  measure damages for such injuries precisely and that, in the event of any such failure, any Holder and any  Participating Broker-Dealer may obtain such relief as may be required to specifically enforce the Company’s  obligations under Sections 2(a) and 2(b).         3.    Registration Procedures.  In connection with the obligations of the Company with respect  to the Registration Statements pursuant to Sections 2(a) and 2(b) hereof, the Company shall:               (a)   prepare and file with the SEC a Registration Statement or, if required, Registration        Statements, within the time periods specified in Section 2, on the appropriate form under the 1933        Act, which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration        Statement, be available for the sale of the Registrable Securities by the selling Holders thereof and        (iii) shall comply as to form in all material respects with the requirements of the applicable form and        include or incorporate by reference all financial statements required by the SEC to be filed therewith,        and use its reasonable best efforts to cause such Registration Statement to become effective and        remain effective in accordance with Section 2 hereof;                                          9    





 






      (b)   prepare and file with the SEC such amendments and post-effective amendments to  each Registration Statement as may be necessary under applicable law to keep such Registration  Statement effective  for  the  applicable  period; cause  each Prospectus to  be  supplemented  by  any  required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the  1933 Act; and comply with the provisions of the 1933 Act and the 1934 Act with respect to the  disposition of all Registrable Securities covered by each Registration Statement during the applicable  period in accordance with the intended method or methods of distribution by the selling Holders  thereof;         (c)   in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities,  at  least  ten  business  days  prior  to  filing,  that  a Shelf  Registration  Statement with  respect  to  the  Registrable Securities is being filed and advising such Holders that the distribution of Registrable  Securities will be made in accordance with the method elected by the Majority Holders; (ii) furnish  to each Holder of Registrable Securities, to counsel for the Holders and to each underwriter of an  underwritten  offering  of Registrable  Securities,  if  any,  without  charge,  as  many  copies  of  each  Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and  such other documents as such Holder, counsel or underwriter may reasonably request, including  financial statements and schedules and, if such Holder, counsel or underwriter so requests, all exhibits  (including those incorporated by reference) in order to facilitate the public sale or other disposition  of the Registrable Securities; and (iii) subject to the penultimate paragraph of this Section 3, the  Company hereby consents to the use of the Prospectus, including each preliminary Prospectus, or any  amendment or supplement thereto by each of the Holders and underwriters of Registrable Securities  in connection with the offering and sale of the Registrable Securities covered by any Prospectus or  any amendment or supplement thereto;         (d)   use its reasonable best efforts to register or qualify the Registrable Securities under  all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable  Securities covered by a Registration Statement and each underwriter of an underwritten offering of  Registrable Securities shall reasonably request, to cooperate with the Holders and the underwriters of  any Registrable Securities in connection with any filings required to be made with FINRA, to keep  each  such registration  or  qualification  effective  during  the  period  such Registration  Statement is  required to be effective and do any and all other acts and things which may be reasonably necessary  or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such  Registrable Securities owned by such Holder; provided, however, that the Company shall 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 Section 3(d) or (ii) take any action which  would subject it to general service of process or taxation in any such jurisdiction if it is not then so  subject;         (e)   in the case of a Shelf Registration, notify each Holder of Registrable Securities and  counsel for such Holders promptly and, if requested by such Holder or counsel, confirm such advice  in writing promptly (i) when a Registration Statement has become effective and when any post- effective amendments and supplements thereto become effective, (ii) of any request by the SEC or  any  state securities authority  for  post-effective  amendments  or  supplements  to  a Registration  Statement or Prospectus or for additional information after a Registration Statement has become  effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending  the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv)  if between the effective date of a Registration Statement and the closing of any sale of Registrable  Securities covered  thereby  the  representations  and  warranties  of  the Company contained  in  any  underwriting agreement, securities sales agreement or other similar agreement, if any, relating to such  offering cease to be true and correct, (v) of the receipt by the Company of any notification with respect                                   10                 





 






to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the  initiation or threatening of any proceeding for such purpose, (vi) of the happening of any event or the  discovery  of  any  facts  during  the  period  a Shelf  Registration  Statement is  effective  which  is  contemplated  in Section 2(d)(i) or  which  makes  any  statement  made  in  such Shelf  Registration  Statement or the related Prospectus untrue in any material respect or which constitutes an omission  to  state a  material  fact  in  such Shelf  Registration  Statement or Prospectus and (vii) of  any  determination by the Company that a post-effective amendment to a Registration Statement would  be appropriate.  Without limitation to any other provisions of this Agreement, the Company agrees  that this Section 3(e) shall also be applicable, mutatis mutandis, with respect to the Exchange Offer  Registration Statement and the Prospectus included therein to the extent that such Prospectus is being  used by Participating Broker-Dealers as contemplated by Section 3(f);         (f)   (A) in the case of an Exchange Offer, (i) include in the Exchange Offer Registration  Statement (1) a “Plan of Distribution” section covering the use of the Prospectus included in the  Exchange  Offer  Registration  Statement by  broker-dealers  who  have  exchanged  their Registrable  Securities for Exchange Securities for the resale of such Exchange Securities and (2) a statement to  the effect that any such broker-dealers who wish to use the related Prospectus in connection with the  resale of Exchange Securities acquired as a result of market-making or other trading activities will be  required to notify the Company to that effect, together with instructions for giving such notice (which  instructions shall include a provision for giving such notice by checking a box or making another  appropriate notation on the related letter of transmittal) (each such broker-dealer who gives notice to  the Company as aforesaid being hereinafter called a “Notifying Broker-Dealer”), (ii) furnish to each  Notifying Broker-Dealer who desires to participate in the Exchange Offer, without charge, as many  copies of each Prospectus included in the Exchange Offer Registration Statement, including any  preliminary prospectus,  and  any  amendment  or  supplement  thereto,  as  such  broker-dealer  may  reasonably request, (iii) include in the Exchange Offer Registration Statement a statement that any  broker-dealer who holds Registrable Securities acquired for its own account as a result of market- making  activities  or  other  trading  activities  (a  “Participating  Broker-Dealer”),  and  who  receives  Exchange Securities for Registrable Securities pursuant to the Exchange Offer, may be a statutory  underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection  with  any  resale  of  such Exchange  Securities,  (iv)  subject  to  the  penultimate  paragraph  of  this  Section 3, the Company hereby consents to the use of the Prospectus forming part of the Exchange  Offer Registration Statement or any amendment or supplement thereto by any Notifying Broker- Dealer in connection with the sale or transfer of Exchange Securities, and (v) include in the transmittal  letter or similar documentation to be executed by an exchange offeree in order to participate in the  Exchange Offer the following provision:               If the undersigned is not a broker-dealer, the undersigned represents              that  it  is  not  engaged  in,  and  does  not  intend  to  engage  in,  a              distribution of Exchange Securities.  If the undersigned is a broker-             dealer that will receive Exchange Securities for its own account in              exchange  for  Registrable  Securities,  it  represents  that  the              Registrable  Securities  to  be  exchanged  for  Exchange  Securities              were acquired by it as a result of market-making activities or other              trading activities and acknowledges that it will deliver a prospectus              meeting the requirements of the 1933 Act in connection with any              resale of such Exchange Securities pursuant to the Exchange Offer;              however, by so acknowledging and by delivering a prospectus, the              undersigned will not be deemed to admit that it is an “underwriter”              within the meaning of the 1933 Act;                                    11                 





 






            (B)   to  the  extent  any  Notifying  Broker-Dealer  participates  in  the Exchange        Offer, (i) the Company shall use its reasonable best efforts to maintain the effectiveness of        the Exchange Offer Registration Statement for a period of 180 days (subject to extension        pursuant to the last paragraph of this Section 3) following the last date on which exchanges        are accepted pursuant to the Exchange Offer, and (ii) the Company will comply, insofar as        relates to the Exchange Offer Registration Statement, the Prospectus included therein and the        offering  and  sale  of Exchange  Securities pursuant  thereto,  with  its  obligations  under        Section 2(b)(iii)(C), the last paragraph of Section 2(b), Section 3(c), 3(d), 3(e), 3(g), 3(i), 3(j),        3(k), 3(n), 3(o), 3(p), 3(q) and 3(r), and the last three paragraphs of this Section 3 as if all        references therein to a Shelf Registration Statement, the Prospectus included therein and the        Holders of Registrable  Securities referred,  mutatis  mutandis,  to  the Exchange  Offer        Registration Statement, the Prospectus included therein and the applicable Notifying Broker-       Dealers  and,  for  purposes  of  this Section 3(f),  all references  in  any  such  paragraphs  or        sections to the “Majority Holders” shall be deemed to mean, solely insofar as relates to this        Section 3(f), the Notifying Broker-Dealers who are the Holders of the majority in aggregate        principal amount of the Exchange Securities which are Registrable Securities; and               (C)   the Company shall not be required to amend or supplement the Prospectus        contained in the Exchange Offer Registration Statement as would otherwise be contemplated        by Section 3(b) or 3(k) hereof, or take any other action as a result of this Section 3(f), for a        period  exceeding  180  days  (subject  to  extension  pursuant  to  the  last  paragraph  of  this        Section 3) after the last date on which exchanges are accepted pursuant to the Exchange Offer        and Notifying Broker-Dealers shall not be authorized by the Company to, and shall not,        deliver such Prospectus after such period in connection with resales contemplated by this        Section 3;         (g)   in the case of a Shelf Registration, furnish counsel for the Holders of Registrable  Securities and counsel for any underwriters of Registrable Securities copies of any request by the  SEC or any state securities authority for amendments or supplements to a Registration Statement or  Prospectus or for additional information;         (h)   use its reasonable best effort to obtain the withdrawal of any order suspending the  effectiveness of a Registration Statement as soon as practicable and provide immediate notice to each  Holder of the withdrawal of any such order;         (i)   in the case of a Shelf Registration, upon request furnish to each Holder of Registrable  Securities, without charge, at least one conformed copy of each Registration Statement and any post- effective amendments thereto (without documents incorporated or deemed to be incorporated therein  by reference or exhibits thereto, unless requested);         (j)   in the case of a Shelf Registration, cooperate with the selling Holders of Registrable  Securities to facilitate the timely preparation and delivery of certificates representing Registrable  Securities to be sold and not bearing any restrictive legends; and cause such Registrable Securities to  be in such denominations (consistent with the provisions of the Indenture) and in a form eligible for  deposit with the Depositary and registered in such names as the selling Holders or the underwriters,  if any, may reasonably request in writing at least two business days prior to the closing of any sale of  Registrable Securities;         (k)   in the case of a Shelf Registration, upon the occurrence of any event or the discovery  of any facts as contemplated by Section 3(e)(vi) hereof, use its best efforts to prepare a supplement  or post-effective amendment to a Registration Statement or the related Prospectus or any document                                   12                 





 






incorporated or deemed to be incorporated therein by reference or file any other required document  so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will  not contain at the time of such delivery any untrue statement of a material fact or omit to state a  material fact necessary in order to make the statements therein, in light of the circumstances under  which they were made, not misleading.  The Company agrees to notify each Holder to suspend use  of the Prospectus as promptly as practicable after the occurrence of such an event, and each Holder  hereby agrees to suspend use of the Prospectus until the Company has amended or supplemented the  Prospectus to correct such misstatement or omission.  At such time as  such public disclosure is  otherwise made or the Company determines that such disclosure is not necessary, in each case to  correct any misstatement of a material fact or to include any omitted material fact, the Company  agrees promptly to notify each Holder of such determination and to furnish each Holder such number  of copies of the Prospectus, as amended or supplemented, as such Holder may reasonably request;         (l)   obtain  CUSIP  and  ISIN  numbers  for  all Exchange  Securities or Registrable  Securities, as the case may be, not later than the effective date of a Registration Statement, and provide  the Trustee with printed or word-processed certificates for the Exchange Securities or Registrable  Securities, as the case may be, in a form eligible for deposit with the Depositary;         (m)   (i) cause  the Indenture to  be  qualified  under  the TIA in  connection  with  the  registration of the Exchange Securities or Registrable Securities, as the case may be, (ii) cooperate  with the Trustee and the Holders to effect such changes, if any, to the Indenture as may be required  for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use  its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect  such changes, if any, 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;         (n)   in the case of a Shelf Registration, the holders of a majority in principal amount of  the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right  to direct the Company to effect not more than one underwritten registration and, in connection with  such  underwritten  registration,  the Company shall  enter  into  agreements  (including  underwriting  agreements or similar agreements) and take all other customary and appropriate actions (including  those  reasonably  requested  by  the holders of  a majority  in  principal  amount of  the Registrable  Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities  and in such connection, in a manner that is reasonable and customary:               (i)   make such representations and warranties to the Holders of such Registrable  Securities and the underwriters, in form, substance and scope as are customarily made by issuers to  underwriters in similar underwritten offerings as may be reasonably requested by such Holders and  underwriters;               (ii)  obtain opinions of counsel to the Company (which counsel and opinions (in  form, scope and substance) shall be reasonably satisfactory to the managing underwriters, and the  Holders of a majority in principal amount of the Registrable Securities being sold) addressed to each  selling Holder and the underwriters, covering the matters customarily covered in opinions requested  in sales of securities or underwritten offerings and such other matters as may be reasonably requested  by such Holders and underwriters;               (iii) obtain “cold comfort” letters and updates thereof with respect to such Shelf  Registration Statement and the Prospectus included therein, all amendments and supplements thereto  and all  documents  incorporated  or  deemed  to  be  incorporated  by  reference  therein from  the  Company’s  independent  certified  public  accountants  and  from  the  independent  certified  public                                   13                 





 






accountants for any other Person or any business or assets whose financial statements are included or  incorporated by reference in the Shelf Registration Statement, each addressed to the underwriters,  and use reasonable best efforts to have such letters addressed to the selling Holders of Registrable  Securities, such letters to be in customary form and covering matters of the type customarily covered  in “cold comfort” letters to underwriters in connection with similar underwritten offerings and such  letters to be delivered at the time of the pricing of such underwritten registration with an update to  such letter to be delivered at the time of closing of such underwritten registration;               (iv)  if  an  underwriting agreement or  other similar agreement is  entered into,  cause the same to set forth indemnification and contributions provisions and procedures substantially  equivalent to the indemnification and contributions provisions and procedures set forth in Section 5  hereof with respect to the underwriters and all other parties to be indemnified pursuant to Section 5  hereof or such other indemnification and contributions as shall be satisfactory to the Company, the  applicable  underwriters  and  the Holders of  the majority  in  principal  amount of  the Registrable  Securities being sold; and               (v)   deliver  such  other  documents  and  certificates  as  may  be  reasonably  requested and as are customarily delivered in similar offerings.   The documents referred to in Sections 3(n)(ii) and 3(n)(v) shall be delivered at the closing under any  underwriting or similar agreement as and to the extent required thereunder.  In the case of any such  underwritten offering, the Company shall provide written notice to the Holders of all Registrable  Securities of such underwritten offering at least 30 days prior to the filing of a prospectus supplement  for such underwritten offering.  Such notice shall (x) offer each such Holder the right to participate  in such underwritten offering, (y) specify a date, which shall be no earlier than 15 days following the  date of such notice, by which such Holder must inform the Company of its intent to participate in  such  underwritten  offering  and  (z)  include  the  instructions  such  Holder  must  follow  in  order  to  participate in such underwritten offering;         (o)   in the case of a Shelf Registration, upon request make available for inspection by  representatives of the Holders of the Registrable Securities and any underwriters participating in any  disposition pursuant to a Shelf Registration Statement and any counsel or accountant retained by such  Holders or underwriters, all financial statements and other records, documents and properties of the  Company reasonably requested by any such Persons, and cause the respective officers, directors,  employees, and any other agents of the Company to supply all information reasonably requested by  any such Persons in connection with a Shelf Registration Statement;         (p)   in  the  case  of  a Shelf  Registration,  a  reasonable  time  prior  to  filing  any Shelf  Registration  Statement,  any Prospectus forming  a  part  thereof,  any  amendment  to  such Shelf  Registration  Statement or  amendment  or  supplement  to  such Prospectus,  provide  copies  of  such  document  to  the Holders of Registrable  Securities,  to  the underwriter or  underwriters,  of  an  underwritten offering of Registrable Securities, and to counsel for any such Holders, or underwriters,  and make such changes in any such document prior to the filing thereof as the Holders of Registrable  Securities, any such underwriter or underwriters or any of their respective counsel may reasonably  request;  and  cause  the  representatives  of  the Company to  be  available  for  discussion  of  such  documents  as  shall  be  reasonably  requested  by  the Holders of Registrable  Securities,  or  any  underwriter, and shall not at any time make any filing of any such document of which such Holders,  their counsel or any underwriter shall not have previously been advised and furnished a copy or to  which such Holders, their counsel or any underwriter shall reasonably object within a reasonable time  period;                                    14                 





 






      (q)   in  the  case  of  a Shelf  Registration, use  its  reasonable  best  efforts  to  cause all  Registrable Securities to be listed on any securities exchange on which similar debt securities issued  by  the Company are  then  listed  if  requested  by  the Majority  Holders or  by  the underwriter or  underwriters of an underwritten offering of Registrable Securities, if any;         (r)   otherwise use its reasonable best efforts to comply with all applicable rules and  regulations  of  the SEC and,  with  respect to  each Registration  Statement and  each  post-effective  amendment, if any, thereto and each filing by the Company of an Annual Report on Form 10-K, make  available to its security holders, as soon as reasonably practicable, an earnings statement covering at  least twelve months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158  thereunder; and         (s)   cooperate  and  assist  in  any  filings  required  to  be  made  with FINRA and  in  the  performance of any due diligence investigation by any underwriter and its counsel.               In the case of a Shelf Registration Statement, the Company may (as a condition to  such Holder’s participation in the Shelf Registration) require each Holder of Registrable Securities to  furnish to the Company such information regarding such Holder and the proposed distribution by  such Holder of such Registrable Securities as the Company may from time to time reasonably request  in writing and require such Holder to agree in writing to be bound by all provisions of this Agreement  applicable to such Holder.               In the case of a Shelf Registration Statement, each Holder agrees and, in the event  that  any  Participating  Broker-Dealer  is  using  the  Prospectus  included  in  the  Exchange  Offer  Registration Statement in connection with the sale of Exchange Securities pursuant to Section 3(f),  each such Participating Broker-Dealer agrees that, upon receipt of any notice from the Company of  the happening of any event or the discovery of any facts of the kind described in Section 3(e)(ii),  3(e)(iii) or 3(e)(v) through 3(e)(vii) hereof, such Holder or Participating Broker-Dealer, as the case  may be, will forthwith discontinue disposition of Registrable Securities pursuant to a Registration  Statement until receipt by such Holder or Participating Broker-Dealer, as the case may be, of (i) the  copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii) written  notice from the Company that the Shelf Registration Statement or the Exchange Offer Registration  Statement, respectively, are once again effective or that no supplement or amendment is required.  If  so directed by the Company, such Holder or Participating Broker-Dealer, as the case may be, will  deliver to the Company (at the Company’s expense) all copies in its possession, other than permanent  file copies then in its possession, of the Prospectus covering such Registrable Securities current at the  time of receipt of such notice.               If the Company shall give any such notice to suspend the disposition of Registrable  Securities pursuant to the immediately preceding paragraph, the Company shall be deemed to have  used its reasonable best efforts to keep the Shelf Registration Statement or, in the case of Section 3(f),  the  Exchange  Offer  Registration  Statement,  as  the  case  may  be,  effective  during  such  period  of  suspension; provided that (i) such period of suspension shall not exceed the time periods provided in  Section 2(d)(iii) hereof and (ii) the Company shall use its reasonable best efforts to file and have  declared effective (if an amendment) as soon as practicable thereafter an amendment or supplement  to the Shelf Registration Statement or the Exchange Offer Registration Statement or both, as the case  may  be,  or  the  Prospectus  included  therein  and  shall  extend  the  period  during  which  the  Shelf  Registration Statement or the Exchange Offer Registration Statement or both, as the case may be,  shall be maintained effective pursuant to this Agreement (and, if applicable, the period during which  Participating Broker-Dealers may use the Prospectus included in the Exchange Offer Registration  Statement  pursuant  to Section 3(f) hereof)  by  the  number  of  days  during  the  period  from  and                                   15                 





 






      including the date of the giving of such notice to and including the earlier of the date when the Holders        or  Participating  Broker-Dealers,  respectively,  shall  have  received  copies  of  the  supplemented  or        amended Prospectus necessary to resume such dispositions and the effective date of written notice        from  the  Company  to  the  Holders  or  Participating  Broker-Dealers,  respectively,  that  the  Shelf        Registration Statement or the Exchange Offer Registration Statement, respectively, are once again        effective or that no supplement or amendment is required.         4.    Underwritten Registrations.  If any of the Registrable Securities covered by any Shelf  Registration are to be sold in an underwritten offering, the investment banker or investment bankers and  manager  or  managers  that  will  manage  the  offering  will  be  selected  by  the  Majority  Holders  of  such  Registrable Securities included in such offering and shall be reasonably acceptable to the Company.               No  Holder  of  Registrable  Securities  may  participate  in  any  underwritten  registration  hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in  any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and  (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and  other documents required under the terms of such underwriting arrangements.         5.    Indemnification and Contribution.               (a)   The Company agrees  to  indemnify  and  hold  harmless  each Holder,  each        Participating  Broker-Dealer,  each  underwriter  who  participates  in  an  offering  of Registrable        Securities (each, an “Underwriter”) and each Person, if any, who controls any Holder, Participating        Broker-Dealer or Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20        of the 1934 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 any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or        Registrable  Securities were  registered  under  the 1933  Act,  including  all  documents incorporated        therein by reference, or any omission or alleged omission therefrom of a material fact required to be        stated therein or necessary to make the statements therein not misleading, or arising out of any untrue        statement or alleged untrue statement of a material fact contained in any preliminary prospectus or        Prospectus (or any amendment or supplement thereto) or any 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 described in subparagraph (i) above; provided that (subject to Section 5(d) below) any        such settlement is effected with the written consent of the Company; and                     (iii) against any and all expense whatsoever, as incurred (including, subject to        Section 5(c) below,  the  fees  and  disbursements  of  counsel  chosen  by  any  indemnified  party),        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 described in subparagraph (i) above, to the extent that any such expense is not        paid under subparagraph (i) or (ii) above;                                         16    





 






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 any Holder, Participating Broker-Dealer or Underwriter with respect to such Holder,  Participating Broker-Dealer or Underwriter, as the case may be, expressly for use in the Registration  Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).         (b)   Each Holder, severally but not jointly, agrees to indemnify and hold harmless the  Company, each director of the Company, each officer of the Company who signed the Registration  Statement, each Participating Broker-Dealer, each Underwriter and each other selling Holder and  each Person, if any, who controls the Company, any Underwriter, any Participating Broker-Dealer or  any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934  Act against any and all loss, liability, claim, damage and expense described in the indemnity contained  in Section 5(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged  untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto)  or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and  in conformity with written information with respect to such Holder furnished to the Company by such  Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such  Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall  be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder  from the sale of Registrable Securities pursuant to such Shelf Registration Statement.         (c)   Each indemnified party shall give notice as promptly as reasonably practicable to  each indemnifying party of any action commenced against it in respect of which indemnity may be  sought hereunder, but failure so to 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 this  indemnity agreement.  Counsel to the respective indemnified parties shall be selected as follows: (i)  counsel to the Company, its directors, each of its officers who signed the Registration Statement and  all Persons, if any, who control the Company within the meaning of Section 15 of the 1933 Act or  Section 20 of the 1934 Act shall be selected by the Company; (ii) counsel to the Holders (other than  Participating  Broker-Dealers)  and  all Persons,  if  any,  who  control  any Holders (other  than  any  Participating Broker-Dealers) within the meaning of Section 15 of the 1933 Act or Section 20 of the  1934 Act shall be selected by the Holders who held or hold, as the case may be, a majority in aggregate  principal  amount of  the Registrable  Securities held  by  all  such Holders; (iii) counsel  to  the  Underwriters of any particular offering of Registrable Securities and all Persons, if any, who control  any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934  Act shall be selected by such Underwriters; and (iv) counsel to the Participating Broker-Dealers and  all  Persons,  if  any,  who  control  any  such Participating  Broker-Dealer within  the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Participating Broker- Dealers who  held  or  hold,  as  the  case  may  be,  a majority  in  aggregate  principal  amount of  the  Exchange Securities referred to in Section 3(f) hereof held by all such Participating Broker-Dealers.   An indemnifying party may participate at its own expense in the defense of any such action; provided,  however, that counsel to the indemnifying party shall not (except with the consent of the indemnified  party) also be counsel to the indemnified party.  In no event shall the indemnifying party or parties  be liable for (A) the fees and expenses of more than one counsel (in addition to any local counsel)  separate from the indemnifying parties’ own counsel for the Company and all other Persons referred  to in clause (i) of this paragraph, (B) the fees and expenses of more than one counsel (in addition to  any local counsel) separate from the indemnifying parties’ own counsel for all Holders (other than  Participating Broker-Dealers) and all other Persons referred to in clause (ii) of this paragraph, (C) the  fees and expenses of more than one counsel (in addition to any local counsel) separate from the                                   17                 





 






indemnifying  parties’  own  counsel  for  all Underwriters of  any  particular  offering  of Registrable  Securities and all other Persons referred to in clause (iii) of this paragraph, and (D) the fees and  expenses of more than one counsel (in addition to any local counsel) separate from the indemnifying  parties’ own counsel for all Participating Broker-Dealers and all other Persons referred to in clause  (iv) of this paragraph, in each case in connection with any one action or separate but similar or related  actions in the same jurisdiction arising out of the same general allegations or circumstances.  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 5  (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 5(a)(ii) effected without  its written consent if (i) such settlement is entered into  more than 45 days after receipt by such  indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice  of the terms of such settlement at least 30 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.  Notwithstanding the immediately preceding sentence, 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 shall not be liable for  any settlement of the nature contemplated by Section 5(a)(ii) effected without its written consent if  such indemnifying party (x) reimburses such indemnified party in accordance with such request to  the extent that the indemnifying party in its judgment considers such request to be reasonable and (y)  provides  written  notice  to  the  indemnified  party  stating  the  reason  it  deems  the  unpaid  balance  unreasonable, in each case no later than 45 days after receipt by such indemnifying party of the  aforesaid request from the indemnified party.         (e)   If the indemnification provided for in this Section 5 is for any reason unavailable to  or insufficient 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 or parties on the other  hand in connection with the statements or omissions that resulted in such losses, liabilities, claims,  damages or expenses, as well as any other relevant equitable considerations.  The relative fault of  such indemnifying party or parties on the one hand and the indemnified party or parties 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  omission  or  alleged  omission  to  state  a  material  fact  relates  to  information supplied by such indemnifying party or parties or such indemnified party or parties, and  the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent  such statement or omission.         (f)   The Company  and the Holders agree  that  it  would  not  be  just  or  equitable  if  contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method  of allocation that does not take account of the equitable considerations referred to in Section 5(e)                                   18                 





 






above.  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an  indemnified party and referred to above in this Section 5 shall be deemed to include any 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 5, no Holder, Participating Broker- Dealer or Underwriter shall be required to contribute any amount in excess of the amount by which  the total price at which Registrable Securities sold by it were offered exceeds the amount of any  damages that such Holder, Participating Broker-Dealer or Underwriter has otherwise been required  to pay by reason of any 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 1933 Act) shall be entitled to contribution from any Person who was not guilty  of such fraudulent misrepresentation.               For  purposes  of  this Section 5,  each  Person,  if  any,  who  controls  a  Holder,  Participating Broker-Dealer or Underwriter within the meaning of Section 15 of the 1933 Act or  Section 20 of the 1934 Act shall have the same rights to contribution as such Holder, Participating  Broker-Dealer or Underwriter, as the case may be, and each director of the Company, each officer of  the  Company  who  signed  the  Registration  Statement  and  each  Person,  if  any,  who  controls  the  Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have  the same rights to contribution as the Company.               The  respective  obligations  of  the  Holders,  Participating  Broker-Dealers  and  Underwriters to contribute pursuant to this Section 5 are several in proportion to the principal amount  of Notes purchased by them and not joint.               The indemnity and contribution provisions contained in this Section 5 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, Participating Broker-Dealer or Underwriter or any  Person controlling any Holder, Participating Broker-Dealer or Underwriter, or by or on behalf of the  Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of  the Exchange Securities and (iv) any sale of Registrable Securities or Exchange Securities pursuant  to a Shelf Registration Statement.   6.    Miscellaneous.         (a)   Rule 144 and Rule 144A.  For so long as the Company is subject to the reporting  requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports  required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations  adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the  request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such  information (including, without limitation, the information specified in Rule 144(c)(2) under the 1933  Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to  be  delivered,  promptly  following  a  request  by any Holder or  beneficial  owner  of Registrable  Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner,  such information (including, without limitation, the information specified in Rule 144A(d)(4) under  the 1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take  such further action that is reasonable in the circumstances, in each case to the extent required from                                   19                 





 






time to time to enable such Holder to sell its Registrable Securities without registration under the  1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as  such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may  be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC.   Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will  deliver to such Holder a written statement as to whether it has complied with such requirements.         (b)   No  Inconsistent  Agreements.   The Company has  not  entered  into  nor  will  the  Company on or after the date of this Agreement enter into any agreement which is inconsistent with  the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts  with the provisions hereof.  The rights granted to the Holders hereunder do not and will not in any  way conflict with and are not and will not be inconsistent with the rights granted to the holders of any  of the Company’s other issued and outstanding securities under any other agreements entered into by  the Company or any of its subsidiaries.         (c)   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 at least a majority in aggregate principal amount of the outstanding  Registrable Securities affected by such amendment, modification, supplement, waiver or departure.         (d)   Notices.  All notices and other communications provided for or permitted hereunder  shall be made in writing by hand-delivery, registered first-class mail, electronic mail, or any courier  guaranteeing overnight delivery (i) if to a Holder or Participating Broker-Dealer at the most current  address set forth on the records of the registrar under the Indenture, (ii) if to the Company, initially at  the address set forth in the Purchase Agreement and thereafter at such other address, notice of which  is given in accordance with the provisions of this Section 6(d) and (iii) if to any Underwriter, at the  most current address given by such Underwriter to the Company by  means of a notice given in  accordance with the provisions of this Section 6(d), which address initially shall be the address set  forth in the applicable underwriting agreement.               All such notices and communications shall be deemed to have been duly given: at  the time delivered by hand, if personally delivered; five business days after being deposited in the  mail, postage prepaid, if mailed; when receipt is acknowledged, if sent via electronic mail; and on the  next business day if timely delivered to an air courier guaranteeing overnight delivery.               Copies of all such notices, demands or other communications shall be concurrently  delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.         (e)   Successors and Assigns.  This Agreement shall inure to the benefit of and be binding  upon the successors, assigns and transferees of each of the parties, including, without limitation and  without the need for an express assignment, subsequent Holders; provided that nothing herein shall  be  deemed to  permit  any  assignment,  transfer  or  other  disposition  of Registrable  Securities in  violation of the terms hereof or of the Purchase Agreement or 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,  including  the  restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such  Person shall be entitled to receive the benefits hereof.                                    20                 





 






      (f)   Third Party Beneficiary.  Each Holder and Participating Broker-Dealer shall be a  third party beneficiary of the agreements made hereunder and shall have the right to enforce such  agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights  or the rights of other Holders hereunder.  Each Holder, by its acquisition of Notes, shall be deemed  to have agreed to the provisions of Section 5(b) hereof.         (g)   Counterparts.  This Agreement may be executed in any number of counterparts and  by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be  an original and all of which taken together shall constitute one and the same agreement.         (h)   Headings.  The headings in this Agreement are for convenience of reference only  and shall not limit or otherwise affect the meaning hereof.         (i)   Restriction on Resales.  If the Company or any of its subsidiaries or affiliates (as  defined in Rule 144 under the 1933 Act) shall redeem, purchase or otherwise acquire any Registrable  Security or any Exchange Security which is a “restricted security” within the meaning of Rule 144  under the 1933 Act, the Company will deliver or cause to be delivered such Registrable Security or  Exchange Security, as the case may be, to the Trustee for cancellation and neither the Company nor  any of its subsidiaries or affiliates will hold or resell such Registrable Security or Exchange Security  or issue any new Security or Exchange Security to replace the same.         (j)   GOVERNING  LAW.   THIS AGREEMENT    SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE STATE  OF  NEW  YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS.         (k)   Severability.  In the event that any one or more of the provisions contained herein,  or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,  legality  and  enforceability  of  any  such  provision  in  every  other  respect  and  of  the  remaining  provisions contained herein shall not be affected or impaired thereby.                       [SIGNATURE PAGE FOLLOWS]                                    21                 





 






         IN WITNESS WHEREOF, Company has caused this Registration Rights Agreement to be executed  by its duly authorized representative as of the date first above written.                                     COMPANY:                                     FEDNAT HOLDING COMPANY                                                                         By:                                                                          Name:                                           Title:                                                                     [Signature Page to Registration Rights Agreement]    





 






      IN WITNESS WHEREOF, the Purchaser has caused this Registration Rights Agreement to be  executed by its duly authorized representative as of the date first above written.                                                                             PURCHASER:                                   [Purchaser ]                                                                      By:                                                                        Name:                                         Title:                                                                            [Signature Page to Registration Rights Agreement]