EX-4.2






EXHIBIT 4.2




REGISTRATION RIGHTS AGREEMENT




THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement” ) is made and entered into as of June 5,
2007 between Luminent Mortgage Capital, Inc., a Maryland corporation (the “Company”), and Bear,
Stearns & Co. Inc. (the “Initial Purchaser”).



This Agreement is made pursuant to the Purchase Agreement, dated May 30, 2007 (the “Purchase
Agreement”), among the Company, as the issuer of the 8.125% Convertible Senior Notes Due 2027 (the
“Notes”), the guarantors of the Notes named therein and the Initial Purchaser, which provides for,
among other things, the sale of the Notes by the Company to the Initial Purchaser.



In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchaser and its respective direct and indirect transferees the
registration rights set forth in this Agreement.



In consideration of the foregoing, the parties hereto agree as follows:



1. Definitions. Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the
following capitalized defined terms shall have the following meanings:



“Advice” shall have the meaning set forth in the last paragraph of Section 3 hereof.



“Affiliate” has the same meaning as given to that term in Rule 405 under the Securities Act or
any successor rule thereunder.



“Automatic Shelf Registration Statement” shall mean a Registration Statement filed by a
Well-Known Seasoned Issuer which shall become effective upon filing thereof pursuant to General
Instruction I.D. of Form S-3.



“Business Day” means any day other than a Saturday, a Sunday, or a day on which banking
institutions in New York, New York are authorized or required by law or executive order to remain
closed.



“Common Shares” means the shares of common stock of the Company, par value $0.001 per share,
initially issuable upon conversion of the Notes.



“Company” shall have the meaning set forth in the preamble to this Agreement and also includes
the Company’s successors and permitted assigns.



“Closing Time” shall mean the Closing Time as defined in the Purchase Agreement.



“Effective Date” shall mean the date the initial Shelf Registration Statement becomes
effective or, in the case of designation of an Automatic Shelf Registration Statement as the Shelf
Registration Statement, the date a Prospectus is first made available thereunder for use by the
Holders.



“Effectiveness Deadline” shall mean (i) for purposes of Section 2(a)(i) hereof, the 180th day
following the Issue Date, (ii) for purposes of the filing of any post-effective amendment pursuant
to Section 2(a)(iii) hereof, the 30th day after the obligation to make such filing arises, (iii)
for purposes of the filing of any Shelf Registration Statement pursuant to Section 2(a)(iii)
hereof, the 60th day after the obligation to make such filing arises, and (iv) for purposes of any
filing made pursuant to Section 2(a)(iv) hereof, the tenth Business Day after the obligation to
make such filing arises.



“Effectiveness Period” shall have the meaning set forth in Section 2(a)(iv) hereof.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



“Filing Deadline” shall mean (i) for purposes of Section 2(a)(i) hereof, the 90th day
following the Issue Date, (ii) for purposes of Section 2(a)(iii) hereof, the tenth Business Day
after the date of receipt by the Company of the information specified therein (or, if a Suspension
Period is then in effect or initiated within five Business Days following the date of receipt of
such information, the tenth Business Day following the end of such Suspension Period), and (iii)
for purposes of Section 2(a)(iv) hereof, the tenth Business Day after the cessation of
effectiveness of any Shelf Registration Statement (or, if a Suspension Period is then in effect or
initiated within five Business Days following the date of receipt of such information, the tenth
Business Day following the end of such Suspension Period).



“Holder” shall mean the Initial Purchaser, for so long as such Initial Purchaser owns any
Notes or Registrable Securities, and each of the Initial Purchaser’s successors, assigns and direct
and indirect transferees who become registered owners of Notes or Registrable Securities.



“Indenture” shall mean the Indenture dated as of the Closing Time, among the Company, the
guarantors named therein and the Trustee, pursuant to which the Notes are being issued, and in
accordance with which the Common Shares may be issued, as the same may be amended, supplemented,
waived or otherwise modified from time to time in accordance with the terms thereof.



“Initial Purchaser” shall have the meaning set forth in the preamble to this Agreement.



“Inspectors” shall have the meaning set forth in Section 3(l) hereof.



“Issue Date” shall mean June 5, 2007, the date of original issuance of the Notes.



“Liquidated Damages” shall have the meaning set forth in Section 2(e) hereof.



“Majority Holders” shall mean the Holders collectively holding a majority of the aggregate
principal amount of outstanding Notes or the number of outstanding Common Shares, as the context
requires.



“Notes” shall have the meaning set forth in the preamble to this Agreement.



“Person” shall mean an individual, partnership, corporation, trust or unincorporated
organization, limited liability company, or a government or agency or political subdivision
thereof.



“Prospectus” shall mean the prospectus included in a Shelf Registration Statement, including
any preliminary prospectus, any “issuer free writing prospectus,” as such term is defined in Rule
433 under the Securities Act, 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 documents incorporated by reference therein.



“Purchase Agreement” shall have the meaning set forth in the preamble to this Agreement.



“Questionnaire” shall have the meaning set forth in Section 2(a)(ii) hereof.



“Records” shall have the meaning set forth in Section 3(l) hereof.



“Registrable Securities” shall mean the Common Shares; provided, however, that the Common
Shares shall cease to be Registrable Securities upon the earlier of (1) a Shelf Registration
Statement with respect to such Common Shares for the resale thereof having been declared effective
under the Securities Act and such Common Shares having been disposed of pursuant to such Shelf
Registration Statement, (2) such Common Shares having become eligible to be sold without
restriction as contemplated by Rule 144(k) under the Securities Act by a Person who is not an
Affiliate of the Company or any similar provision then in effect, or (3) such Common Shares having
ceased to be outstanding.



“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 or
National Association of Securities Dealers, Inc. (the “NASD”) registration and filing fees,
including, if applicable, the reasonable fees and expenses of any “qualified independent
underwriter” (and its counsel) that is required to be retained by any Holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of one counsel for all underwriters or Holders as a group in connection with
blue sky qualification of any of the Registrable Securities) and compliance with the rules of the
NASD and the New York Stock Exchange, (iii) all expenses of any Persons in printing and
distributing any Shelf Registration Statement, any Prospectus and any amendments or supplements
thereto, and in preparing or assisting in preparing, printing and distributing any underwriting
agreements, securities sales agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements of one
counsel for the Company and of the independent certified public accountants of the Company,
including the expenses of any “cold comfort” letters required by or incident to the performance of
and compliance with this Agreement, and (vi) the reasonable fees and expenses of any special
experts retained by the Company in connection with the Shelf Registration Statement.



“SEC” shall mean the Securities and Exchange Commission.



“Securities” shall mean the Notes and the Common Shares.



“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



“Shelf Registration” shall mean a registration effected pursuant to Section 2(a) hereof.



“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company
pursuant to the provisions of Section 2(a) hereof which covers all of the Registrable Securities on
Form S-3 or, if not then available to the Company, on another appropriate form under Rule 415 under
the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all documents incorporated by
reference therein.



“Suspension Period” shall have the meaning set forth in Section 2(a)(iv).



“Trustee” shall mean the trustee with respect to the Securities under the Indenture.



“Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 under the Securities
Act.



2. Registration Under the Securities Act.



(a) Shelf Registration.



(i) The Company shall file or cause to be filed (or otherwise designate an existing Automatic
Shelf Registration Statement previously filed with the SEC as) a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Securities, as promptly as
practicable but in any event on or prior to the Filing Deadline. If the Shelf Registration
Statement is not an Automatic Shelf Registration Statement, the Company shall use its reasonable
best efforts to have such Shelf Registration Statement declared effective by the SEC as promptly as
practicable after filing thereof, but in any event on or prior to the Effectiveness Deadline. If
the Shelf Registration Statement is an Automatic Shelf Registration Statement, the Company shall
use its reasonable best efforts to prepare and file a supplement to the Prospectus to cover resales
of the Registrable Securities by the Holders as promptly as practicable after filing thereof, but
in any event on or prior to the Effectiveness Deadline.



(ii) Notwithstanding any other provision hereof, no Holder of Registrable Securities shall be
entitled to include any of its Registrable Securities in any Shelf Registration Statement pursuant
to this Agreement unless and until such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and the Holder furnishes to the Company a
fully completed notice and questionnaire in the form attached as Appendix A to the Offering
Memorandum (the “Questionnaire”) and such other information in writing as the Company may
reasonably request in writing for use in connection with the Shelf Registration Statement or
Prospectus included therein and in any application to be filed with or under state securities laws.
The Company shall issue a press release through a reputable national newswire service in relation
to, or otherwise notify Holders of, its filing of (or intention to designate an Automatic Shelf
Registration Statement as) the Shelf Registration Statement and of the anticipated Effective Date
thereof. In order to be named as a selling securityholder in the Prospectus at the time it is first
made available for use, each Holder must furnish the completed Questionnaire and such other
information that the Company may reasonably request in writing, if any, to the Company in writing
no later than the tenth Business Day prior to the anticipated Effective Date as announced in the
press release or such notice. Each Holder as to which any Shelf Registration is being effected
agrees to furnish to the Company all information with respect to such Holder necessary to make the
information previously furnished to the Company by such Holder not materially misleading.



(iii) From and after the Effective Date, upon receipt of a completed Questionnaire and such
other information that the Company may reasonably request in writing, if any, the Company will use
its reasonable best efforts to file as promptly as reasonably practicable but in any event on or
prior to the Filing Deadline either (i) if then permitted by the Securities Act or the rules and
regulations thereunder (or then-current SEC interpretations thereof), a supplement to the
Prospectus naming such Holder as a selling securityholder and containing such other information as
necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Securities,
or (ii) if it is not then permitted under the Securities Act or the rules and regulations
thereunder (or then-current SEC interpretations thereof) to name such Holder as a selling
securityholder in a supplement to the Prospectus, a post-effective amendment to the Shelf
Registration Statement or an additional Shelf Registration Statement as necessary for such Holder
to be named as a selling securityholder in the Prospectus contained therein to permit such Holder
to deliver the Prospectus to purchasers of the Holder’s Securities (subject, in the case of either
clause (i) or clause (ii), to the Company’s right to suspend use of the Shelf Registration
Statement as described in Section 2(a)(iv) hereof). If a post-effective amendment or additional
Shelf Registration Statement is required to be filed, the Company shall use its reasonable best
efforts to have such post-effective amendment or additional Shelf Registration Statement declared
effective by the SEC as promptly as practicable after filing thereof, but in any event on or prior
to the Effectiveness Deadline. The Company shall not be required to file more than three
supplements to the Prospectus, post-effective amendments or additional Shelf Registration
Statements in any fiscal quarter for all such Holders.



(iv) The Company agrees to use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective and the Prospectus usable for resales until there are no Notes or
Registrable Securities outstanding (the “Effectiveness Period”); provided, however, that for 30
days or less (whether or not consecutive) in any three-month period, and for 90 days or less in any
12-month period, the Company shall be permitted, by giving written notice to the Holders of
Registrable Securities, to suspend sales thereof if the Shelf Registration Statement is no longer
effective or usable for resales due to circumstances relating to pending developments, public
filings with the SEC and similar events, or because the Prospectus contains an untrue statement of
a material fact or omits to state a material fact required to be stated therein or necessary in
order to make statements therein not misleading (any period of suspension hereunder, a “Suspension
Period”). The Company is not required to specify the nature of the event giving rise to the
suspension in its notice to the Holders. If any Shelf Registration Statement ceases to be effective
or usable for resales by Holders for any reason (other than by reason of any such Holder’s failure
to provide a Questionnaire, in which case the provisions of Section 2(a)(ii) or 2(a)(iii) hereof
shall apply) at any time during the Effectiveness Period, the Company shall, subject to the first
sentence of this Section 2(a)(iv), use its reasonable best efforts to promptly cause such Shelf
Registration Statement to become effective under the Securities Act, and, shall, within ten
Business Days of such cessation of effectiveness or usability, (i) file with the SEC one or more
supplements to the Prospectus, post-effective amendments or reports under the Exchange Act in a
manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of
such Shelf Registration Statement, or (ii) file with the SEC an additional Shelf Registration
Statement. If a post-effective amendment or an additional Shelf Registration Statement is filed,
the Company shall use its reasonable best efforts to (A) cause such post-effective amendment or
Shelf Registration Statement to become effective under the Securities Act as promptly as
practicable after such filing, but in no event later than the applicable Effectiveness Deadline,
and (B) keep such post-effective amendment or Shelf Registration Statement continuously effective
until the end of the Effectiveness Period.



(v) If the Shelf Registration Statement is not an Automatic Shelf Registration Statement, the
Company shall not permit any securities other than (i) the Company’s issued and outstanding
securities currently possessing similar registration rights and (ii) the Registrable Securities to
be included in the Shelf Registration. The Company will provide to each Holder named therein a
reasonable number of copies of the Prospectus that is a part of the Shelf Registration Statement,
notify each such Holder of the Effective Date and take such other actions as are required to permit
unrestricted resales of the Registrable Securities by such Holder. The Company further agrees to
supplement or amend the Shelf Registration Statement or supplement the Prospectus if and as
required by the rules, regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registrations, and the Company agrees 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.



(b) Listing. The Company shall use its reasonable best efforts to maintain the
approval of the Common Shares for listing on the New York Stock Exchange.



(c) Expenses. The Company shall pay all Registration Expenses in connection with any
Shelf Registration Statement filed pursuant to Section 2(a) hereof (including the reasonable fees
and disbursements of counsel for the Holders of the Registrable Securities in connection with the
review of any Shelf Registration Statement, Prospectus or amendment or supplement thereto in
accordance with the provisions of Section 3(a) hereof, which counsel shall be reasonably
satisfactory to the Company). Except as provided herein, each Holder shall pay all expenses of its
counsel, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.



(d) Effective Shelf Registration Statement. If, after the Effective Date, the
offering of Registrable Securities pursuant to a Shelf 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 Shelf Registration Statement will be deemed not to have been effective during
the period of such interference, until the offering of Registrable Securities pursuant to such
Shelf Registration Statement may legally resume. The Company will be deemed not to have used its
reasonable best efforts to cause a Shelf Registration Statement to become, or to remain, effective
during the requisite period if it voluntarily takes any action that would result in any such Shelf
Registration Statement not being declared effective or that would result in the Holders of
Registrable Securities covered thereby not being able to offer and sell such Registrable Securities
during that period, unless such action is required by applicable law.



(e) Liquidated Damages. In the event that:



(i) a Shelf Registration Statement is not filed with the SEC or designated as such by the
Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then liquidated damages
(“Liquidated Damages”) shall accrue on the principal amount of the Notes at a rate equal to 0.25%
per annum for the first 90-day period from the day following such Filing Deadline, and thereafter
at a rate per annum of 0.50% of the principal amount of the Notes;



(ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the
Company shall have designated a previously filed and effective Automatic Shelf Registration
Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not
have filed a supplement to the Prospectus to cover resales of the Registrable Securities by the
Holders, in the case of either (x) or (y), on or prior to the Effectiveness Deadline pursuant to
Section 2(a)(i), then Liquidated Damages shall accrue on the principal amount of the Notes at a
rate equal to 0.25% per annum for the first 90-day period from the day following such Effectiveness
Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes;



(iii) following the Effective Date, (A) the Company fails to make any filing required pursuant
to Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto, or (B) in the event
such filing is a post-effective amendment or additional Shelf Registration Statement, such
post-effective amendment or Shelf Registration Statement fails to become effective on or prior to
the Effectiveness Deadline applicable thereto, then Liquidated Damages shall accrue on the
principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from
the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at
a rate per annum of 0.50% of the principal amount of the Notes;



(iv) following the Effective Date, a Shelf Registration Statement ceases to be effective
(without being succeeded immediately by an additional Shelf Registration Statement that is filed
and immediately becomes effective) or usable for the offer and sale of the Registrable Securities,
other than as a result of a requirement to file a post-effective amendment or supplement to the
Prospectus to make changes to the information regarding selling securityholders or the plan of
distribution provided for therein, and (a) the Company does not cure the lapse of effectiveness or
usability within ten Business Days (or, if a Suspension Period is then in effect, within ten
Business Days following the expiration of such Suspension Period), then Liquidated Damages shall
accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day
period from the day following such tenth Business Day, and thereafter at a rate per annum of 0.50%
of the principal amount of the Notes; or (b) any Suspension Period or Periods exceed 30 days in any
three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such
three-month period or the 91st day in such 12-month period, as the case may be, then Liquidated
Damages shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for
the first 90-day period from the day following the 31st or 91st day, as the case may be, and
thereafter at a rate per annum of 0.50% of the principal amount of the Notes; or



(v) if the Company fails to name as a selling securityholder any Holder that had complied
timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any
Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the
later of time of filing thereof or the time the Shelf Registration Statement of which the
Prospectus forms a part becomes effective, then Liquidated Damages will accrue on the principal
amount of Notes held by such Holder at a rate equal to 0.25% per annum for the first 90-day period
from the day following the effective date of such Shelf Registration Statement or the time of
filing of such Prospectus, as the case may be, and thereafter at a rate per annum of 0.50% of the
principal amount of the Notes held by such Holder;



provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding
0.50% of the principal amount of the Notes; and provided further that Liquidated Damages on the
principal amount of the Notes as a result thereof shall cease to accrue:



(1) upon the filing or designation of a Shelf Registration Statement (in the case of clause
(i) above);



(2) upon the Effective Date (in the case of clause (ii) above);



(3) upon the filing of a supplement to the Prospectus (in the case of clause (iii)(A) above)
or upon the Effective Date (in the case of clause (iii)(B) above);



(4) upon such time as the Shelf Registration Statement which had ceased to remain effective or
usable for resales again becomes effective and usable for resales (in the case of clause (iv)(a)
above);



(5) upon such time as the Shelf Registration Statement which had ceased to remain effective or
usable for resales again becomes effective and usable for resales (in the case of clause (iv)(b)
above); or



(6) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any
Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of
clause (v) above).



Any amounts of Liquidated Damages due pursuant to this Section 2(e) will be payable in cash on
the next succeeding interest payment date to Holders entitled to receive such Liquidated Damages on
the relevant record dates for the payment of interest.



Notwithstanding any provision in this Agreement, in no event shall Liquidated Damages accrue
to holders of shares of Common Stock issued upon conversion of Notes. If any Note ceases to be
outstanding during any period for which Liquidated Damages are accruing, the Company will prorate
the Liquidated Damages payable with respect to such Note.



(f) Specific Enforcement. Without limiting the remedies available to the Holders, the
Company acknowledges that any failure by it to comply with its obligations under Section 2(a)
hereof may result in material irreparable injury to the Holders for which there is no adequate
remedy at law, that it would not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Section 2(a) hereof.



(g) Certain Representations and Agreements of the Company. The Company represents and
agrees that, unless it obtains the prior consent of the Holders of a majority of the Registrable
Securities that are registered under the Shelf Registration Statement at such time or the approval
of the counsel for the holders of Registrable Securities or the consent of the Initial Purchaser in
connection with any underwritten offering of Registrable Securities, and each Holder represents and
agrees that, unless it obtains the prior consent of the Company and the Initial Purchaser, it will
not make any offer relating to the Registrable Securities that would constitute an “issuer free
writing prospectus,” as defined in Rule 433 (an “Issuer Free Writing Prospectus”), or that would
otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with
the SEC. The Company represents that any Issuer Free Writing Prospectus, when taken together with
the information in the Shelf Registration Statement and the Prospectus, will not include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading.



3. Registration Procedures. In connection with the obligations of the Company with
respect to the Shelf Registration Statement pursuant to Section 2(a) hereof, the Company shall use
its reasonable best efforts to:



(a) prepare and file with the SEC or designate a Shelf Registration Statement as prescribed by
Section 2(a)(i) hereof within the relevant time period specified in Section 2(a)(i) hereof on the
appropriate form under the Securities Act, which form shall (i) be selected by the Company, (ii) be
available for the sale of the Registrable Securities by the selling Holders thereof, and (iii)
comply as to form in all material respects with the requirements of the applicable form and include
all financial statements required by the SEC to be filed therewith; the Company shall use its
reasonable best efforts to cause such Shelf Registration Statement to become effective and remain
effective and the Prospectus usable for resales in accordance with Section 2 hereof; provided,
however, that, before filing any Shelf Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall furnish to and afford in an electronic transmission the
Holders of the Registrable Securities covered by such Shelf Registration Statement, their counsel
and the managing underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed; and the Company shall not file any Shelf Registration
Statement or Prospectus or any amendments or supplements thereto in respect of which the Holders
must be afforded an opportunity to review prior to the filing of such document if the Majority
Holders, their counsel or the managing underwriters, if any, shall reasonably object in a timely
manner;



(b) prepare and file with the SEC such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep such Shelf Registration Statement effective for
the Effectiveness Period, and cause each Prospectus to be supplemented, if so determined by the
Company or requested by the SEC, 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
comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations
promulgated thereunder applicable to it with respect to the disposition of all securities covered
by a Shelf Registration Statement during the Effectiveness Period in accordance with the intended
method or methods of distribution by the selling Holders thereof described in this Agreement;



(c) (i) furnish to each Holder of Registrable Securities included in the Shelf Registration
Statement 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 or underwriter may
reasonably request, in order to facilitate the public sale or other disposition of the Registrable
Securities and (ii) consent to the use of the Prospectus or any amendment or supplement thereto by
each of the selling Holders of Registrable Securities included in the Shelf Registration Statement
in connection with the offering and sale of the Registrable Securities covered by the Prospectus or
any amendment or supplement thereto in accordance with applicable law;



(d) register or qualify the Registrable Securities under all applicable state securities or
“blue sky” laws of such jurisdictions by the time the applicable Shelf Registration Statement has
become effective under the Securities Act as any Holder of Registrable Securities covered by a
Shelf Registration Statement and each underwriter of an underwritten offering of Registrable
Securities shall reasonably request in writing in advance of such date of effectiveness, and do any
and all other acts and things which may be reasonably necessary or advisable to enable such Holder
and underwriter 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 entity or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to
service of process in any jurisdiction where it would not otherwise be subject to such service of
process or (iii) subject itself to taxation in any such jurisdiction if it is not then so subject;



(e) promptly notify each Holder of Registrable Securities, its counsel and the managing
underwriters, if any, and promptly confirm such notice in writing (i) when a Shelf Registration
Statement has become effective and when any post-effective amendments thereto become effective,
(ii) of any request by the SEC or any state securities authority for amendments and supplements to
a Shelf Registration Statement or Prospectus or for additional information after the Shelf
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 Shelf Registration
Statement or the qualification of the Registrable Securities in any jurisdiction described in
Section 3(d) hereof or the initiation of any proceedings for that purpose, (iv) if, between the
Effective Date and the closing of any sale of Registrable Securities covered thereby, any of the
representations and warranties of the Company contained in any purchase agreement, securities sales
agreement or other similar agreement entered into after the date hereof in relation to the sale of
the Registrable Securities cease to be true and correct in all material respects, (v) of the
happening of any event or the failure of any event to occur or the discovery of any facts, during
the Effectiveness Period, which makes any statement made in a Shelf Registration Statement or the
related Prospectus untrue in any material respect or which causes such Shelf Registration Statement
or Prospectus to 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, and (vi) of the
reasonable determination of the Company that a post-effective amendment to the Shelf Registration
Statement would be appropriate;



(f) obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration
Statement at the earliest possible moment;



(g) if requested, furnish to each Holder of Registrable Securities included within the
coverage of a Shelf Registration Statement, without charge, at least one conformed copy of the
Shelf Registration Statement relating to such Shelf Registration and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits thereto, unless
requested);



(h) 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 registered in such names as the selling Holders or the
underwriters may reasonably request at least two Business Days prior to the closing of any sale of
Registrable Securities pursuant to the Shelf Registration Statement;



(i) promptly after the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii),
3(e)(v) (subject to the respective grace periods set forth in Section 2(a)(iv)) or 3(e)(vi) hereof,
prepare a supplement or post-effective amendment to the Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will
not include any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading; and the Company shall 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;



(j) subject to Section 5 hereof, enter into such agreements (including underwriting
agreements) as are customary in underwritten offerings and take all such other appropriate actions
in connection therewith as are reasonably requested by the Holders collectively holding at least
25% in aggregate principal amount or number, as the context requires, of the Registrable Securities
in order to expedite or facilitate the registration or the disposition of the Registrable
Securities;



(k) whether or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration, if requested by (x) any Initial Purchaser, in the
case where such Initial Purchaser holds Securities acquired by it as part of its initial placement
and (y) Holders collectively holding at least 25% in aggregate principal amount or number, as the
context requires, of the Registrable Securities covered thereby: (i) make such representations and
warranties to Holders of such Registrable Securities and the underwriters (if any), with respect to
the business of the Company and its subsidiaries as then conducted and with respect to the Shelf
Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated
by reference therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel
to the Company and updates thereof (which may be in the form of a reliance letter) in form and
substance reasonably satisfactory to the managing underwriters (if any) and the Holders
collectively holding a majority in aggregate principal amount or number, as the context requires,
of the Registrable Securities being sold, addressed to each selling Holder and the underwriters (if
any) covering the matters customarily covered in opinions requested in underwritten offerings and
such other matters as may be reasonably requested by such underwriters (it being agreed that the
matters to be covered by such opinion may be subject to customary qualifications and exceptions);
(iii) obtain “cold comfort” letters and updates thereof in form and substance reasonably
satisfactory to the managing underwriters from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public accountants of any business
acquired by the Company for which financial statements and financial data are, or are required to
be, included in the Registration Statement), addressed to each of the underwriters, such letters to
be in customary form and covering matters of the type customarily covered in “cold comfort” letters
in connection with underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with AU Section 634, Letters for Underwriters and Certain Other
Requesting Partiers; and (iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth in Section 4
hereof (or such other provisions and procedures acceptable to Holders collectively holding a
majority in aggregate principal amount or number, as the context requires, of Registrable
Securities covered by such Shelf Registration Statement and the managing underwriters) customary
for such agreements with respect to all parties to be indemnified pursuant to said Section
(including, without limitation, such underwriters and selling Holders); and in the case of an
underwritten registration, the above requirements shall be satisfied at each closing under the
related underwriting agreement or as and to the extent required thereunder;



(l) make reasonably available for inspection by any selling Holder of Registrable Securities
who certifies to the Company that it has a current intention to sell Registrable Securities
pursuant to the Shelf Registration, any underwriter participating in any such disposition of
Registrable Securities, if any, and any attorney, accountant or other agent retained by any such
selling Holder or underwriter (collectively, the “Inspectors”), at the offices where normally kept,
during the Company’s normal business hours, all financial and other records, pertinent
organizational and operational documents and properties of the Company and its subsidiaries
(collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all relevant information in each case reasonably requested
by any such Inspector in connection with such Shelf Registration Statement; Records and information
which the Company, in good faith, deems to be confidential and any Records and information which it
notifies the Inspectors are confidential shall not be disclosed to any Inspector except where (i)
the disclosure of such Records or information is necessary to avoid or correct a material
misstatement or omission in such Shelf Registration Statement, (ii) the release of such Records or
information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction
or is necessary in connection with any action, suit or proceeding or (iii) such Records or
information previously has been made generally available to the public; each selling Holder of such
Registrable Securities will be required to agree in writing that Records and information obtained
by it as a result of such inspections shall be deemed confidential and shall not be used by it as
the basis for any market transactions in the securities of the Company unless and until such is
made generally available to the public through no fault of an Inspector or a selling Holder and to
take such actions as are reasonably necessary to protect the confidentiality of such information;
and each selling Holder of such Registrable Securities will be required to further agree in writing
that it will, upon learning that disclosure of such Records or information is sought in a court of
competent jurisdiction, or in connection with any action, suit or proceeding, give notice to the
Company and allow the Company at its expense to undertake appropriate action to prevent disclosure
of the Records and information deemed confidential;



(m) comply with all applicable rules and regulations of the SEC so long as any provision of
this Agreement shall be applicable and make generally available to its securityholders earning
statements 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 45 days after the end of
any twelve-month period (or 90 days after the end of any twelve-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are
sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not
sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter
of the Company after the Effective Date, which statements shall cover said twelve-month periods,
provided that the obligations under this Section 3(m) shall be satisfied by the timely filing of
quarterly and annual reports on Forms 10-Q and 10-K under the Exchange Act;



(n) cooperate with each seller of Registrable Securities covered by a Shelf Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable
Securities and its respective counsel in connection with any filings required to be made with the
NASD;



(o) take all other steps necessary to effect the registration of the Registrable Securities
covered by a Shelf Registration Statement contemplated hereby; and



(p) the Company may require each seller of Registrable Securities as to which any registration
is being effected to furnish to it such information regarding such seller as may be required by the
staff of the SEC to be included in a Shelf Registration Statement; the Company may exclude from
such registration the Registrable Securities of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request; and the Company shall have no
obligation to register under the Securities Act the Registrable Securities of a seller who so fails
to furnish such information.



Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any
event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a Shelf Registration
Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof or until it is advised in writing (the “Advice”) by the Company
that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in such Holder’s possession, other
than permanent file copies then in such Holder’s 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 a Shelf Registration
Statement, the Company shall use its reasonable best efforts to file and have declared effective
(if an amendment) as soon as practicable after the resolution of the related matters an amendment
or supplement to the Shelf Registration Statement and related Prospectus.



4. Indemnification and Contribution. (a) The Company hereby agrees to indemnify and
hold harmless the Initial Purchaser, each Holder, each underwriter who participates in an offering
of the Registrable Securities, each Person, if any, who controls any of such parties within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act and each of their
trustees, officers, employees and agents, 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 a
Shelf Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission therefrom of a material fact required to be
stated 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 4(d) hereof) such settlement is effected with the written consent
of the Company; and



(iii) against any and all expenses whatsoever, as incurred (including, without limitation, the
reasonable fees and disbursements of counsel chosen by the Initial Purchaser or such Holder),
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 subparagraph (i) or
(ii) of this Section 4(a);



provided, however, that this indemnity does not apply to any loss, liability, claim, damage or
expense to the extent arising out of an untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information furnished in writing to
the Company by the Initial Purchaser or such Holder or underwriter expressly for use in the Shelf
Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) and does not apply if the untrue statement or omission was corrected in a prospectus
supplement or free writing prospectus delivered to the person asserting such loss or claim prior to
the earlier of the applicable contract of sale or time of sale.



(b) The Initial Purchaser and each Holder or underwriter, severally and not jointly, agrees to
indemnify and hold harmless the Company, its directors and officers (including each officer of the
Company who signed the Shelf Registration Statement), and each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense whatsoever described in the
indemnity contained in Section 4(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 the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by such Holder expressly
for use in such Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however, that no 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.



(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 to so notify an indemnifying party shall not relieve such indemnifying party
from any liability which it may have under this Section 4 to the extent that it is not materially
prejudiced by such failure as a result thereof, and in any event shall not relieve it from
liability which it may have otherwise on account of this indemnity agreement. The indemnifying
party shall assume the defense of such action, including the employment of counsel and payment of
expenses; provided, however, that any failure or delay to so notify the indemnifying party will not
relieve the indemnifying party of any obligation hereunder, except to the extent that its ability
to defend is materially impaired by such failure or delay. The indemnified party or such
controlling person shall have the right to employ its or their own counsel in any such case, but
the fees and expenses of such counsel shall be at the expense of the indemnified party or such
controlling person unless the employment of such counsel shall have been authorized in writing by
the indemnifying party in connection with the defense of such action, or the indemnifying party
shall not have employed counsel to have charge of the defense of such action within a reasonable
time or such indemnified party or parties shall have reasonably concluded (based on the advice of
counsel) that there may be defenses available to it or them which are different from or additional
to those available to the indemnifying party (in which case the indemnifying party shall not have
the right to direct the defense of such action on behalf of the indemnified party or parties), in
any of which events such fees and expenses shall be borne by the indemnifying party and paid as
incurred (it being understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate firm of attorneys for the indemnified party or controlling
persons in any one action or series of related actions in the same jurisdiction (other than local
counsel in any such jurisdiction) representing the indemnified parties who are parties to such
action). 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 4 (whether or not the indemnified parties are actual or potential parties thereto), unless
(x) such settlement, compromise or consent (i) includes an unconditional written 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 and (y) the indemnifying part confirms in
writing its indemnification obligations hereunder with respect to such settlement, compromise or
judgment.



(d) In order to provide for just and equitable contribution in circumstances in which the
indemnity agreement set forth in this Section 4 is for any reason held to be unenforceable by an
indemnified party although applicable in accordance with its terms, the Company, on the one hand,
and the Holders, on the other hand, shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company
and the Holders, as incurred; provided, however, that 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 that was not guilty of such fraudulent misrepresentation. As between
the Company, on the one hand, and the Holders, on the other hand, such parties shall contribute to
such aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement in such proportion as shall be appropriate to reflect the relative fault of the
Company, on the one hand, and the Holders, on the other hand, with respect to the statements or
omissions which resulted in such loss, liability, claim, damage or expense, or action in respect
thereof, as well as any other relevant equitable considerations. The relative fault of the Company,
on the one hand, and of the Holders, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company, on the
one hand, or by or on behalf of the Holders, on the other, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Holders of the Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 4 were to be determined by pro rata allocation
or by any other method of allocation that does not take into account the relevant equitable
considerations. For purposes of this Section 4, each Affiliate of a Holder, and each director,
officer and employee and Person, if any, who controls a Holder or such Affiliate within the meaning
of Section 15 of the Securities Act shall have the same rights to contribution as such Holder, and
each director and officer of the Company and each Person, if any, who controls the Company 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.



5. Underwritten Registration; Participation Therein. (a) In no event will the method
of distribution of the Registrable Securities take the form of an underwritten offering without the
prior written consent of the Company. No Holder may participate in an underwritten registration
hereunder unless such Holder (i) agrees to sell such Holder’s Registrable Securities on the basis
provided in the underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably
required under the terms of such underwriting arrangements.



(b) Selection of Underwriters. The Holders of Registrable Securities covered by the
Shelf Registration Statement who desire to do so may sell the Securities covered by such Shelf
Registration in an underwritten offering, subject to the provisions of Sections 3(k) and 5(a)
hereof. In any such underwritten offering, the underwriter or underwriters and manager or managers
that will administer the offering will be selected by the Holders of a majority in aggregate
principal amount or number, as the context requires, of the Registrable Securities included in such
offering; provided, however, that such underwriters and managers must be reasonably satisfactory
to the Company.



6. Miscellaneous.



(a) Rule 144 and Rule 144A. For so long as it is subject to the reporting
requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain
outstanding, the Company will file the reports required to be filed by it under the Securities Act
and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC
thereunder; provided, however, that if the Company ceases to be so required to file such reports,
it will, upon the request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales of its securities pursuant to Rule 144 under the
Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit
sales of its securities pursuant to Rule 144A under the Securities Act, and (c) take such further
action that is reasonable in the circumstances, in each case, to the extent required from time to
time to enable such Holder to sell its Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities
Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations
hereafter adopted by the SEC. Upon the request of any Holder 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, and will not 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 in any way conflict with and are not inconsistent with the rights
granted to the holders of the Company’s other issued and outstanding securities under any such
agreements.



(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 the Holders holding at least a majority in aggregate principal amount or number,
as the context requires, of the Registrable Securities outstanding and affected by such amendment,
modification, supplement, waiver or departure; provided that no amendment, modification or
supplement or waiver or consent to the departure with respect to the provisions of Section 4 hereof
shall be effective as against any Holder of Registrable Securities unless consented to in writing
by such Holder of Registrable Securities. Notwithstanding the foregoing sentence, (i) this
Agreement may be amended, without the consent of any Holder of Registrable Securities, by written
agreement signed by the Company and the Initial Purchaser, to cure any ambiguity, correct or
supplement any provision of this Agreement that may be inconsistent with any other provision of
this Agreement or to make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with other provisions of this Agreement, (ii) this
Agreement may be amended, modified or supplemented, and waivers and consents to departures from the
provisions hereof may be given, by written agreement signed by the Company and the Initial
Purchaser to the extent that any such amendment, modification, supplement, waiver or consent is, in
their reasonable judgment, necessary or appropriate to comply with applicable law (including any
interpretation of the Staff of the SEC) or any change therein and (iii) to the extent any provision
of this Agreement relates to the Initial Purchaser, such provision may be amended, modified or
supplemented, and waivers or consents to departures from such provisions may be given, by written
agreement signed by the Initial Purchaser and the Company.



(d) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(d), which address initially is, with respect to the Initial Purchaser, the Initial
Purchaser’s address set forth in the Purchase Agreement; and (ii) if to the Company, initially at
the Company’s 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).



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 answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



(e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of the Initial Purchaser, including, without
limitation and without the need for an express assignment, subsequent Holders; provided, however,
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, the Indenture relating
to the Notes or the amended and restated declaration of trust of the Company. If any transferee of
any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement,
and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof.



(f) Third Party Beneficiaries. Each Holder shall be a third party beneficiary of the
agreements made hereunder between the Company and the Initial Purchaser, and the Initial Purchaser
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 Holders hereunder.



(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) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



(j) 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.



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



1



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



	 
	 

	LUMINENT MORTGAGE CAPITAL, INC.

By:     /s/ Christopher J. Zyda     

	 

	Christopher J. Zyda, Senior Vice President

and Chief Financial Officer







CONFIRMED AND ACCEPTED, as of the date first above written:



BEAR, STEARNS & CO INC.



By:     /s/ Robert Aberman     


Name: Robert Aberman

Title: Senior Managing Director




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