Exhibit
      10.4

     

    (FORM
      OF REGISTRATION RIGHTS AGREEMENT)

     

    dated
      as of
                                ,
      2007

     

    


     

    among

     

    GSC
      ACQUISITION COMPANY

     

    and

     

    THE
      PERSONS NAMED HEREIN

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS 

    
      

    

    
      


    

    Page

     

    
      
        	
                ARTICLE
                  1 

              
	
                DEFINITIONS 

              
	 	 
	
                Section
                  1.01.  Defined Terms

              	
                1

              
	
                Section
                  1.02.  General Interpretive Principles

              	
                4

              
	 	 
	
                ARTICLE
                  2 

              
	
                REGISTRATION
                  RIGHTS 

              
	 	 
	
                Section
                  2.01.  Registrations on Form S-3

              	
                4

              
	
                Section
                  2.02.  Demand Registrations

              	
                5

              
	
                Section
                  2.03.  Incidental Registrations (“Piggy-Back”
                  Registrations)

              	
                9

              
	
                Section
                  2.04.  Registration Procedures

              	
                11

              
	
                Section
                  2.05.  Underwritten Offerings

              	
                15

              
	
                Section
                  2.06.  No Inconsistent Agreements; Additional
                  Rights

              	
                16

              
	
                Section
                  2.07.  Obligation to Suspend
                  Distribution

              	
                17

              
	
                Section
                  2.08.  Registration Expenses

              	
                17

              
	
                Section
                  2.09.  Indemnification

              	
                18

              
	
                Section
                  2.10.  Rule 144

              	
                21

              
	 	 
	
                ARTICLE
                  3 

              
	
                MISCELLANEOUS 

              
	 	 
	
                Section
                  3.01.  Term

              	
                22

              
	
                Section
                  3.02.  Notices

              	
                22

              
	
                Section
                  3.03.  Successors, Assigns and
                  Transferees

              	
                23

              
	
                Section
                  3.04.  Governing Law; Service of Process; Consent to
                  Jurisdiction

              	
                23

              
	
                Section
                  3.05.  Headings

              	
                23

              
	
                Section
                  3.06.  Severability

              	
                23

              
	
                Section
                  3.07.  Amendment; Waiver

              	
                24

              
	
                Section
                  3.08.  Counterparts

              	
                24

              
	
                Section
                  3.09.  Attorney-In-Fact

              	
                24

              


      


      
        
          
          

        

        
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      (FORM
      OF REGISTRATION RIGHTS AGREEMENT)

     

    REGISTRATION
      RIGHTS AGREEMENT (this “Agreement”), dated as of
                    ,
      2007, by and among GSC ACQUISITION COMPANY, a Delaware corporation (the
“Company”) and the Persons listed on Schedule I hereto (each, a
“Founder”).

     

    WHEREAS,
      the Founders collectively beneficially own 3,750,000 shares (the
“Initial Founders’ Shares”) of the Company’s common stock, par
      value $0.001 per share (the “Common Stock”), 4,000,000 initial
      founders’ warrants, each to purchase one share of Common Stock (the
“Initial Founders’ Warrants” and together with the Initial
      Founders’ Shares and the shares of Common Stock issuable upon exercise of the
      Initial Founders’ Warrants, the “Founders’ Securities”), all of
      which were acquired by private placement and are currently held of record by
      certain of the Founders;

     

    WHEREAS,
      the Founders may in certain circumstances and subject to certain transfer and
      other restrictions transfer (or cause to be transferred) to Permitted
      Transferees (as defined below) some or all of the Founders’
Securities;

     

    WHEREAS,
      the Founders and the Company desire to enter into this Agreement to provide
      the
      Founders with certain rights relating to the registration of the Founders’
Securities, and to provide for any Permitted Transferees who receive Founders’
Securities from time to time with the ability to accede to this
      agreement;

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual promises, covenants
      and agreements of the parties hereto, and for other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

     

    ARTICLE
      1

    DEFINITIONS

     

    Section
      1.01.  Defined Terms. As used in this Agreement, the
      following terms shall have the following meanings:

     

    “Adverse
      Disclosure” means public disclosure of material non-public information,
      which disclosure, in the good faith judgment of the chief executive officer
      or
      principal financial officer of the Company after consultation with counsel
      to
      the Company, (i) would be required to be made in any Registration Statement
      or
      prospectus in order for the applicable Registration Statement or prospectus
      not
      to contain any untrue statement of a material fact or omit to state a material
      fact necessary to make the statements therein (in the case of any

     


    
      
        
        

      

      
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    prospectus
      and any preliminary prospectus, in light of the circumstances under which they
      were made) not misleading, (ii) would not be required to be made at such time
      if
      the Registration Statement were not being filed and (iii) the Company has a
      bona fide business purpose for not publicly making it.

     

    “Agreement”
      has the meaning set forth in the preamble hereto.

     

    “business
      day” means any day, except a Saturday, Sunday or legal holiday on which
      the banking institutions in the City of New York are authorized or obligated
      by
      law or executive order to close.

     

    “Common
      Stock” has the meaning set forth in the recitals.

     

    “Company”
      has the meaning set forth in the preamble and shall include the Company’s
      successors by merger, acquisition, reorganization or otherwise.

     

    “Demand
      Registration” has the meaning set forth in Section
      2.02(a).

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and any
      successor thereto, and any rules and regulations promulgated thereunder, all
      as
      the same shall be in effect from time to time.

     

    “Founder”
      has the meaning set forth in the preamble hereto.

     

    “holder”
      or “holders” means any holder or holders of Registrable
      Securities who is a party hereto or who otherwise agrees in writing to be bound
      by the provisions of this Agreement pursuant to Section 3.03.

     

    “Incidental
      Registration” has the meaning set forth in Section
      2.03(a).

     

    “Initial
      Business Combination” means the acquisition by the Company, through a
      merger, capital stock exchange, asset acquisition, stock purchase,
      reorganization or other similar business combination, of one ore more businesses
      or assets.

     

    “Investors”
      has the meaning set forth in the preamble hereto.

     

    “Loss”
      has the meaning set forth in Section 2.09(a).

     

    “NASD”
      means the National Association of Securities Dealers, Inc.

     

    “Permitted
      Transferees” has the meaning set forth in the Warrant Agreement dated
      [            ],
      2007, between the Company and American Stock Transfer & Trust
      Company.

     


    
      
        
        

      

      
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    “Person”
      shall be construed as broadly as possible and shall include an individual,
      corporation, association, partnership (including a limited liability partnership
      or a limited liability limited partnership), limited liability company, estate,
      trust, joint venture, unincorporated organization or a government or any
      department, agency or political subdivision thereof.

     

    “prospectus”
      means the prospectus included in any Registration Statement, all amendments
      and
      supplements to such prospectus and all material incorporated by reference in
      such prospectus.

     

    “Registrable
      Securities” means the Initial Founders’ Shares, the Initial Founders’
Warrants and the shares of Common Stock issuable upon exercise of
      the Initial
      Founders’ Warrants, in each case after their respective Release Dates;
provided, however, that any of the foregoing securities shall cease to
      be Registrable Securities to the extent that (i) a Registration Statement with
      respect to their sale has been declared effective under the Securities Act
      and
      they have been sold, transferred, disposed of or exchanged pursuant to such
      Registration Statement, (ii) they have been otherwise transferred pursuant
      to
      Rule 144 under the Securities Act (or any similar rule or regulation then in
      force), new certificates for them not bearing a legend restricting transfer
      under the Securities Act shall have been delivered by the Company and they
      may
      be publicly resold without volume or method of sale restrictions without
      registration under the Securities Act or (iii) they have ceased to be
      outstanding. For purposes of this Agreement, the Initial Founders’ Shares and
      the shares of Common Stock issuable upon exercise of the Initial Founders’
Warrants shall together constitute one “class” of Registrable Securities and the
      Initial Founders’ Warrants shall constitute another class of Registrable
      Securities, provided that no Registrable Securities shall be part of
      the relevant class until the Release Date for such Registrable Securities.
      A
“percentage” (or a “majority”) of the Registrable Securities or any class
      thereof (or, where applicable, of any other securities) shall be determined
      based on the total number of such securities outstanding at the relevant
      time.

     

    “registration”
      means a registration of the Company’s securities for sale to the public under a
      Registration Statement.

     

    “Registration
      Statement” means any registration statement (other than a registration
      statement on Form S-4 or Form S-8) of the Company for a public offering of
      the
      Company’s securities filed with, or to be filed with, the SEC under the rules
      and regulations promulgated under the Securities Act, including the prospectus,
      amendments and supplements to such registration statement, including
      post-effective amendments, and all exhibits and all material incorporated by
      reference in such registration statement.

     

    “Release
      Date” means, with respect to the Initial Founders’ Shares, the date
      that is three years from the date the Company completes its initial
      public

     


    
      
        
        

      

      
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    offering
      of securities, and with respect to the Initial Founders’ Warrants and the shares
      of Common Stock issuable on exercise of them, the date on which the Warrants
      become exercisable by their terms.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and any successor
      thereto, and any rules and regulations promulgated thereunder, all as the same
      shall be in effect from time to time.

     

    “Underwritten
      Offering” means a registration in which securities of the Company are
      sold to an underwriter or underwriters on a firm commitment basis for reoffering
      to the public.

     

    Section
      1.01.  General
      Interpretive Principles. Whenever used in this Agreement, except as
      otherwise expressly provided or unless the context otherwise requires, any
      noun
      or pronoun shall be deemed to include the plural as well as the singular and
      to
      cover all genders. The name assigned to this Agreement and the section captions
      used herein are for convenience of reference only and shall not be construed
      to
      affect the meaning, construction or effect hereof. Unless otherwise specified,
      the terms “hereof,” “herein,” “hereunder” and similar terms refer to this
      Agreement as a whole (including the exhibits, schedules and disclosure
      statements hereto), and references herein to Sections refer to Sections of
      this
      Agreement.

     

     

    ARTICLE
      2

    REGISTRATION
      RIGHTS

     

    Section
      2.01.  Registrations
      on Form S-3.

     

    (a)  Filing.
      The holders of Registrable Securities may at any time and from time to time
      on
      or after the applicable Release Date, request in writing that the Company
      register the resale of any or all of such Registrable Securities on Form S-3
      or
      a successor or other appropriate, similar short-form registration which may
      be
      available at such time (“Form S-3”); provided,
      however, that (i) the Company shall not be obligated to effect such request
      through an Underwritten Offering and (ii) the Company shall not be obligated
      to
      effect such a request if the Company has within the preceding twelve (12) months
      effected a registration on Form S-3. Upon receipt of such written request,
      the
      Company will promptly give written notice of the proposed registration to all
      other holders of Registrable Securities, and, as soon as practicable thereafter,
      effect the registration of all or such portion of such holder’s or holders’
Registrable Securities as are specified in such request, together with all
      or
      such portion of the Registrable Securities of any other holder or holders
      joining in such request as are

     


    
      
        
        

      

      
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    specified
      in a written request given within fifteen (15) business days after receipt
      of
      such written notice from the Company; provided, however, that the
      Company shall not be obligated to effect any such registration pursuant to
      this
      Section 2.01: (i) if Form S-3 is not available for such offering; or (ii) if
      the
      holders of the Registrable Securities, together with the holders of any other
      securities of the Company entitled to inclusion in such registration, propose
      to
      sell Registrable Securities at an aggregate offering price to the public of
      less
      than $500,000. Registrations effected pursuant to this Section 2.01 shall not
      be
      counted as Demand Registrations effected pursuant to Section 2.02.

     

    (b)  Suspension
      of Registration. If the filing, initial effectiveness or continued use of Form
      S-3 at any time would require the Company to make an Adverse Disclosure or
      would
      require the inclusion in such Form S-3 of financial statements that are
      unavailable to the Company for reasons beyond the Company’s control, the Company
      may, upon giving prompt written notice of such action to the holders, delay
      the
      filing or initial effectiveness of, or suspend use of, the Form S-3 for the
      shortest period of time determined in good faith by the Company to be necessary
      for such purpose. In the event the Company exercises its rights under the
      preceding sentence, the holders agree to suspend, immediately upon their receipt
      of the notice referred to above, their use of the prospectus relating to the
      registration on such Form S-3 in connection with any sale or offer to sell
      Registrable Securities and agree not to disclose to any other Person the fact
      that the Company has exercised such rights or any related facts. The Company
      shall immediately notify the holders upon the expiration of any period during
      which it exercised its rights under this Section 2.01(b).

     

    Section
      2.02.  Demand
      Registrations.

     

    (a)  Demand
      by
      Holders. (i) At any time and from time on or after the applicable Release Date,
      the holders of not less than a majority of any class of the Registrable
      Securities may make a written request to the Company for registration of all
      or
      part of each such class of Registrable Securities held by those holders,
provided that the estimated market value of the Registrable Securities
      of all classes to be so registered thereunder is at least $500,000 in the
      aggregate. Any such requested registration shall be referred to as a
“Demand Registration.” Each request for a Demand Registration
      shall specify the class(es) and aggregate amount(s) of Registrable Securities
      to
      be registered and the intended methods of distribution thereof.

     

    (ii)  Within
      five (5) business days following receipt of any request for a Demand
      Registration, the Company shall deliver written notice of such request to all
      other holders of Registrable Securities of the class or classes to be
      registered. Thereafter, the Company shall include in such Demand Registration
      any additional Registrable Securities of each such class which the holder or
      holders thereof have requested in writing be

     


    
      
        
        

      

      
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    included
      in such Demand Registration, provided that all such requests have been
      received by the Company within ten (10) business days of the Company’s having
      sent the applicable notice to such holder or holders (each such holder,
      including the Registrable Securities in such Demand Registration, a
“Demanding Holder”). All such requests shall specify the class
      and aggregate amount of Registrable Securities to be registered and the intended
      method of distribution. The Company may include in such registration additional
      securities of the class or classes of the Registrable Securities to be
      registered thereunder, including securities to be sold for the Company’s own
      account or for the account of Persons who are not holders of Registrable
      Securities.

     

    (iii)  As
      promptly as practicable, and, in any event, within sixty (60) days following
      receipt of a request for a Demand Registration, the Company shall file a
      Registration Statement relating to such Demand Registration and thereafter
      the
      Company shall use its reasonable best efforts to cause such Registration
      Statement to be declared effective under the Securities Act.

     

    (b)  Limitation
      on Demand Registrations. In no event shall the Company be required to effect
      more than two (2) Demand Registrations, only one of which may be effected prior
      to the last of the Release Dates. In addition, the Company shall not be required
      to file a Registration Statement for a Demand Registration at any time during
      the 12-month period following the effective date of another Registration
      Statement filed pursuant to this Section 2.02.

     

    (c)  Demand
      Withdrawal. A holder may withdraw its Registrable Securities from a Demand
      Registration at any time. If all holders withdraw, or holders withdraw
      Registrable Securities from a Demand Registration in such amounts that the
      Registrable Securities of all classes that remain covered by the relevant
      Registration Statement have an estimated market value of less than $500,000,
      the
      Company shall cease all efforts to secure registration and such registration
      shall be deemed a Demand Registration for purposes of Section 2.02(b) unless
      the
      withdrawal is based on the reasonable determination of the Demanding Holders
      that there has been, since the date of such request, a material adverse change
      in the business or prospects of the Company or in general market conditions
      and
      the Demanding Holders who requested such registration shall have paid or
      reimbursed the Company for all of the reasonable out-of-pocket fees and expenses
      incurred by the Company in connection with the withdrawn
      registration.

     

    (d)  Effective
      Registration. The Company shall be deemed to have effected a Demand Registration
      if the applicable Registration Statement is declared effective by the SEC and
      remains effective for not less than 180 days (or such shorter period as will
      terminate when all Registrable Securities covered by such Registration Statement
      have been sold or withdrawn) and the Company has

     


    
      
        
        

      

      
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    complied
      with all of its obligations under this Agreement with respect thereto;
provided, however, that if, after such Registration Statement has been
      declared effective, the offering of Registrable Securities pursuant to a Demand
      Registration is interfered with by any stop order or injunction of the SEC
      or
      any other governmental agency or court, the Registration Statement with respect
      to such Demand Registration will be deemed not to have been declared effective,
      unless and until, (i) such stop order or injunction is removed, rescinded or
      otherwise terminated, and (ii) holders of a majority of the relevant class
      or
      classes of Registrable Securities thereafter elect to continue the offering;
      provided, further, that the Company shall not be obligated to file a
      second Registration Statement until a Registration Statement that has been
      filed
      is counted as a Demand Registration or is terminated.

     

    (e)  Suspension
      of Registration. If the filing, initial effectiveness or continued use of a
      Registration Statement in respect of a Demand Registration at any time would
      require the Company to make an Adverse Disclosure or would require the inclusion
      in such Registration Statement of financial statements that are unavailable
      to
      the Company for reasons beyond the Company’s control, the Company may, upon
      giving prompt written notice of such action to the holders, delay the filing
      or
      initial effectiveness of, or suspend use of, such Registration Statement for
      the
      shortest possible period of time determined in good faith by the Company to
      be
      necessary for such purpose. In the event the Company exercises its rights under
      the preceding sentence, the holders agree to suspend, immediately upon their
      receipt of the notice referred to above, their use of the prospectus relating
      to
      the Demand Registration in connection with any sale or offer to sell Registrable
      Securities. The Company shall immediately notify the holders of the expiration
      of any period during which it exercised its rights under this Section
      2.02(e).

     

    (f)  Underwritten
      Offering. If the holders of not less than a majority of the Registrable
      Securities of any class that is included in any offering pursuant to a Demand
      Registration so elect, the offering of all of the Registrable Securities of
      that
      class shall be in the form of an Underwritten Offering and the right of any
      holder to include Registrable Securities of that class in the Demand
      Registration shall be conditioned upon such holder’s participation in the
      Underwritten Offering. The holders of a majority of the class of Registrable
      Securities included in such Underwritten Offering shall, in consultation with
      the Company, have the right to select the managing underwriter or underwriters
      for the offering, subject to the right of the Company should it so choose to
      select one co-managing underwriter reasonably acceptable to such holders. All
      holders proposing to distribute their Registrable Securities through such an
      underwriting shall enter into an underwriting agreement in customary form with
      the underwriter(s) selected for such underwriting.

     


    
      
        
        

      

      
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    (g)  Reduction
      of Offering. If the managing underwriter or underwriters of a proposed
      Underwritten Offering of a class of Registrable Securities included in a Demand
      Registration, inform the holders of such Registrable Securities and the Company
      in writing that, in its or their opinion, the number of securities of such
      class
      requested to be included in such Demand Registration, including securities
      of
      the Company for its own account or for the account of other Persons who are
      not
      holders of Registrable Securities that the Company desires to sell and any
      securities as to which registration has been requested pursuant to written
      piggy-back registration rights (as described in Section 2.03 below), exceeds
      the
      maximum dollar amount or maximum number of securities, as applicable, that
      can
      be sold in such offering without being likely to have a significant adverse
      effect on the price, timing or distribution of the class of securities offered
      or the market for the class of securities offered (such maximum dollar amount
      or
      maximum number of securities, as applicable, the “Maximum Number of
      Securities”), then the Company shall include in such
      registration:

     

    (i)  first,
      Registrable Securities as to which Demand Registration has been requested by
      the
      Demanding Holders, in an amount up to but not exceeding the Maximum Number
      of
      Securities (allocated pro rata among the holders who have requested
      participation in the Demand Registration, based, for each such holder, on the
      percentage derived by dividing (x) the number of Registrable Securities of
      such
      class which such holder has requested to include in such Demand Registration
      by
      (y) the aggregate number of Registrable Securities of such class which all
      such
      holders have requested to include);

     

    (ii)  second,
      to
      the extent that the Maximum Number of Securities has not been reached under
      the
      foregoing clause (i), securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Securities;

     

    (iii)  third,
      to
      the extent that the Maximum Number of Securities has not been reached under
      the
      foregoing clauses (i) and (ii), securities for the account of other Persons
      that
      the Company is obligated to register pursuant to written contractual
      arrangements with such Persons and that can be sold without exceeding the
      Maximum Number of Securities; and

     

    (iv)  fourth,
      to
      the extent that the Maximum Number of Securities have not been reached under
      the
      foregoing clauses (i), (ii), and (iii), securities that other security holders
      of the Company desire to sell that can be sold without exceeding the Maximum
      Number of Securities.

     

    To
      the
      extent that any Registrable Securities requested to be registered are excluded
      pursuant to the foregoing provisions, the holders shall have the right to one
      additional Demand Registration under this Section 2.02.

     


    
      
        
        

      

      
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    (h)    
      Registration Statement Form. Registrations under this Section 2.02 shall be
      on
      such appropriate registration form of the SEC (i) as shall be selected by the
      Company and as shall be reasonably acceptable to the holders of a majority
      of
      each class of Registrable Securities requesting participation in the Demand
      Registration and (ii) as shall permit the disposition of the Registrable
      Securities in accordance with the intended method or methods of disposition
      specified in the applicable holders’ requests for such registration.
      Notwithstanding the foregoing, if, pursuant to a Demand Registration, (x) the
      Company proposes to effect registration by filing a Registration Statement
      on
      Form S-3, (y) such registration is in connection with an Underwritten Offering
      and (z) the managing underwriter or underwriters shall advise the Company in
      writing that, in its or their opinion, the use of another form of registration
      statement (or the inclusion, rather than the incorporation by reference, of
      information in the prospectus related to a Registration Statement on Form S-3)
      is of material importance to the success of such proposed offering, then such
      registration shall be effected on such other form (or such information shall
      be
      so included in such prospectus).

     

    Section
      2.03.  Incidental
      Registrations (“Piggy-Back” Registrations).

     

    (a)  Participation.
      (i) If at any time on or after the first Release Date, the Company proposes
      to
      file a Registration Statement with respect to any offering of its securities
      for
      its own account or for the account of any holders of its securities (or by
      the
      Company and by security holders of the Company, including, without limitation,
      pursuant to Section 2.02 hereof), other than (A) a registration of securities
      relating solely to an offering and sale to employees or directors of the Company
      pursuant to any employee stock plan or other employee benefit plan arrangement,
      (B) a registration on Form S-4 or S-8 or any successor form to such forms,
      (C)
      an exchange offer or offering of securities solely to the Company’s existing
      shareholders, (D) an offering of debt that is convertible into equity
      securities, (E) a dividend reinvestment plan, or (F) solely in connection with
      a
      merger, consolidation or non-capital raising bona fide business
      transaction, then, as soon as practicable (but in no event less than ten (10)
      business days prior to the proposed date of filing such Registration Statement),
      the Company shall give written notice of such proposed filing to all holders
      of
      Registrable Securities, which notice shall describe the amount and class of
      securities to be included in such offering, the intended method(s) of
      distribution, and the name of the proposed managing underwriter or underwriters,
      if any, of the offering, and such notice shall offer the holders of such
      Registrable Securities the opportunity to register such number of Registrable
      Securities as each such holder may request in writing (an “Incidental
      Registration”). Subject to Section 2.03(b), the Company shall include
      in such Registration Statement all such Registrable Securities requested to
      be
      included therein within five (5) business days after the receipt by such holder
      of any such notice, on the same terms and conditions as any similar securities
      of the Company. If at any time after giving written notice of its intention
      to
      register any securities and prior to the effective date of the

     


    
      
        
        

      

      
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    Registration
      Statement filed in connection with such registration, the Company shall
      determine for any reason not to register or to delay registration of such
      securities, the Company may, at its election, give written notice of such
      determination to each holder of Registrable Securities and, (x) in the case
      of a
      determination not to register, shall be relieved of its obligation to register
      any Registrable Securities in connection with such registration, and (y) in
      the
      case of a determination to delay registering, shall be permitted to delay
      registering any Registrable Securities for the same period as the delay in
      registering such other securities.

     

    (ii)  If
      the
      offering pursuant to an Incidental Registration is to be an Underwritten
      Offering, then each holder making a request for its Registrable Securities
      to be
      included therein must, and the Company shall use its best efforts to make such
      arrangements with the underwriters so that each such holder may, participate
      in
      such Underwritten Offering on the same terms and conditions as the Company
      and
      other Persons selling securities in such Underwritten Offering. If the offering
      pursuant to such registration is to be on any other basis, then each holder
      making a request for an Incidental Registration pursuant to this Section 2.03(a)
      must participate in such offering on such basis.

     

    (iii)  Each
      holder of Registrable Securities shall be permitted to withdraw all or part
      of
      such holder’s Registrable Securities from an Incidental Registration at any
      time;

     

    (b)  Reduction
      of Incidental Registration. If the managing underwriter or underwriters of
      any
      proposed Underwritten Offering of a class of securities included in an
      Incidental Registration (or in the case of an Incidental Registration not being
      underwritten, the Company) informs the holders of Registrable Securities of
      any
      class sought to be included in such registration in writing that, in its or
      their opinion, the total amount or kind of securities which such holders and
      any
      other Persons intend to include in such offering exceeds the number which can
      be
      sold in such offering without being likely to have a significant adverse effect
      on the price, timing or distribution of the class or classes of the securities
      offered or the market for the class or classes of securities offered or the
      Company’s common stock, then the securities of each class to be included in such
      registration shall be allocated as follows:

     

    (i)  if
      the
      registration is undertaken for the Company’s account: (x) first, the securities
      that the Company desires to sell that can be sold without exceeding the Maximum
      Number of Securities and (y) second, to the extent that the Maximum Number
      of
      Securities has not been reached under the foregoing clause (x), securities,
      if
      any, including the Registrable Securities, as to which registration has been
      requested pursuant to written contractual incidental registration rights of
      security holders (including this

     


    
      
        
        

      

      
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    Agreement)
      that can be sold without exceeding the Maximum Number of Securities (pro
      rata in accordance with the number of shares or other securities which each
      such Person has actually requested to be included in such
      registration);

     

    (ii)  if
      the
      registration is a demand registration undertaken by Persons with demand rights
      pursuant to a written contractual arrangement other than this Agreement, (w)
      first, securities for the account of the demanding Persons that can be sold
      without exceeding the Maximum Number of Securities, (x) second, to the extent
      that the Maximum Number of Securities has not been reached under the foregoing
      clause (w), securities that the Company desires to sell and that can be sold
      without exceeding the Maximum Number of Securities, (y) third, to the extent
      that the Maximum Number of Securities has not been reached under the foregoing
      clauses (w) and (x), securities (including the Registrable Securities) as to
      which registration has been requested pursuant to a written contractual
      incidental registration rights of security holders (including this Agreement)
      that can be sold without exceeding the Maximum Number of Securities (pro
      rata in accordance with the number of shares or other securities which each
      such Person has actually requested to be included in such registration), and
      (z)
      fourth, to the extent that the Maximum Number of Securities have not been
      reached under the foregoing clauses (w), (x) and (y), securities that other
      security holders desire to sell without exceeding the Maximum Number of
      Securities.

     

    Section
      2.04.  Registration
      Procedures.

     

    (a)  In
      connection with the Company’s registration obligations in this Agreement, the
      Company will, subject to the limitations set forth herein, use its reasonable
      best efforts to effect any such registration so as to permit the sale of the
      applicable Registrable Securities in accordance with the intended method or
      methods of distribution thereof as expeditiously as reasonably practicable,
      and
      in connection therewith the Company will:

     

    (i)  before
      filing a Registration Statement or prospectus, or any amendments or supplements
      thereto and in connection therewith, furnish to the underwriter or underwriters,
      if any, and to the holders of the Registrable Securities included in such
      registration, and such holders’ legal counsel, copies of all documents prepared
      to be filed, which documents will be subject to the review of such underwriters
      and such holders and their counsel and, except in the case of a registration
      under Section 2.03, will not file any Registration Statement or prospectus
      or
      amendments or supplements thereto to which a majority of such holders or the
      underwriter or underwriters, if any, shall reasonably object;

     


    
      
        
        

      

      
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    (ii)  prepare
      and file with the SEC such amendments or supplements to the applicable
      Registration Statement or prospectus as may be (A) reasonably requested by
      any
      participating holder (to the extent such request relates to information relating
      to such holder), (B) necessary to keep such registration effective for the
      period of time required by this Agreement or (C) reasonably requested by the
      holders of a majority of any class of the participating Registrable
      Securities;

     

    (iii)  notify
      the
      selling holders of Registrable Securities and the managing underwriter or
      underwriters, if any, and (if requested) confirm such advice in writing, as
      soon
      as reasonably practicable after notice thereof is received by the Company (A)
      when the applicable Registration Statement or any amendment thereto has been
      filed or becomes effective and when the applicable prospectus or any amendment
      or supplement thereto has been filed, (B) of any written comments by the SEC
      or
      any request by the SEC or any other federal or state governmental authority
      for
      amendments or supplements to such Registration Statement or prospectus or for
      additional information, (C) of the issuance by the SEC or any other governmental
      agency or court of any stop order suspending the effectiveness of such
      Registration Statement or any order preventing or suspending the use of any
      preliminary or final prospectus or the initiation or threat of any proceedings
      for such purposes and (D) of the receipt by the Company of any notification
      with
      respect to the suspension of the qualification of the Registrable Securities
      for
      offering or sale in any jurisdiction or the initiation or threat of any
      proceeding for such purpose;

     

    (iv)  promptly
      notify each selling holder of Registrable Securities and the managing
      underwriter or underwriters, if any, when the Company becomes aware of the
      happening of any event as a result of which the applicable Registration
      Statement or prospectus (as then in effect) contains any untrue statement of
      a
      material fact or omits to state a material fact necessary to make the statements
      therein (in the case of the prospectus and any preliminary prospectus, in light
      of the circumstances under which they were made) not misleading or, if for
      any
      other reason it shall be necessary to amend or supplement such Registration
      Statement or prospectus in order to comply with the Securities Act and, in
      either case as promptly as reasonably practicable thereafter, prepare and file
      with the SEC an amendment or supplement to such Registration Statement or
      prospectus which will correct such statement or omission or effect such
      compliance;

     

    (v)  make
      every
      reasonable effort to prevent or obtain at the earliest possible moment the
      withdrawal of any stop order with respect to the applicable Registration
      Statement or other order suspending the use of any preliminary or final
      prospectus;

     


    
      
        
        

      

      
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    (vi)  promptly
      incorporate in a prospectus supplement or post-effective amendment to the
      applicable Registration Statement such information as the managing underwriter
      or underwriters, if any, or the holders of a majority of the Registrable
      Securities of the class being sold agree should be included therein relating
      to
      the plan of distribution with respect to such Registrable Securities; and make
      all required filings of such prospectus supplement or post-effective amendment
      as soon as reasonably practicable after being notified of the matters to be
      incorporated in such prospectus supplement or post-effective
      amendment;

     

    (vii)  furnish
      to
      each selling holder of Registrable Securities and each managing underwriter,
      if
      any, without charge, as many conformed copies as such holder or managing
      underwriter may reasonably request of the applicable Registration
      Statement;

     

    (viii)  deliver
      to
      each selling holder of Registrable Securities and each managing underwriter,
      if
      any, without charge, as many copies of the applicable prospectus (including
      each
      preliminary prospectus) as such holder or managing underwriter may reasonably
      request (its being understood that the Company consents to the use of the
      prospectus by each of the selling holders of Registrable Securities and the
      underwriter or underwriters, if any, in connection with the offering and sale
      of
      the Registrable Securities covered by the prospectus) and such other documents
      as such selling holder or managing underwriter may reasonably request in order
      to facilitate the disposition of the Registrable Securities by such holder
      or
      underwriter;

     

    (ix)  on
      or
      prior to the date on which the applicable Registration Statement is declared
      effective, use its reasonable best efforts to register or qualify such
      Registrable Securities for offer and sale under the securities or “Blue Sky”
laws of each state and other jurisdiction of the United States, as any such
      selling holder or underwriter, if any, or their respective counsel reasonably
      requests in writing, and do any and all other acts or things reasonably
      necessary or advisable to keep such registration or qualification in effect
      so
      as to permit the commencement and continuance of sales and dealings in such
      jurisdictions for as long as may be necessary to complete the distribution
      of
      the Registrable Securities covered by the Registration Statement; provided,
      however, that the Company will not be required to qualify generally to do
      business in any jurisdiction where it is not then so qualified or to take any
      action which would subject it to taxation or general service of process in
      any
      such jurisdiction where it is not then so subject;

     

    (x)  cooperate
      with the selling holders of Registrable Securities and the managing underwriter,
      underwriters or agent, if any, to facilitate

     


    
      
        
        

      

      
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    the
      timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be sold and not bearing any restrictive legends;

     

    (xi)  not
      later
      than the effective date of the applicable Registration Statement, provide a
      CUSIP number for all Registrable Securities and provide the applicable transfer
      agent with printed certificates for the Registrable Securities which
      certificates shall be in a form eligible for deposit with The Depository Trust
      Company;

     

    (xii)  obtain
      for
      delivery to the holders of each class of Registrable Securities being registered
      and to the underwriter or underwriters, if any, an opinion or opinions from
      counsel for the Company dated the effective date of the Registration Statement
      or, in the event of an Underwritten Offering, the date of the closing under
      the
      underwriting agreement, in customary form, scope and substance, at a minimum
      to
      the effect that the Registration Statement has been declared effective and
      that
      no stop order is in effect, which counsel and opinions shall be reasonably
      satisfactory to a majority of the holders of each such class and underwriter
      or
      underwriters, if any, and their respective counsel;

     

    (xiii)  in
      the
      case of an Underwritten Offering, obtain for delivery to the Company and the
      underwriter or underwriters, if any, with copies to the holders of Registrable
      Securities included in such registration, such cold comfort letter(s) from
      the
      Company’s independent registered public accounting firm in customary form and
      covering such matters of the type customarily covered by cold comfort letters
      as
      the managing underwriter or underwriters reasonably request;

     

    (xiv)  cooperate
      with each seller of Registrable Securities and each underwriter or agent, if
      any, participating in the disposition of such Registrable Securities and their
      respective counsel in connection with any filings required to be made with
      the
      NASD;

     

    (xv)  use
      its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the SEC and make generally available to its security holders, as soon as
      reasonably practicable (but not more than 15 months) after the effective date
      of
      the applicable Registration Statement, an earnings statement satisfying the
      provisions of Section 11(a) of the Securities Act and the rules and regulations
      promulgated thereunder;

     

    (xvi)  provide
      and cause to be maintained a transfer agent and registrar for all Registrable
      Securities covered by the applicable Registration Statement from and after
      a
      date not later than the effective date of such Registration
      Statement;

     


    
      
        
        

      

      
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    (xvii)  cause
      all
      Registrable Securities of a class covered by the applicable Registration
      Statement to be listed on each securities exchange on which any of the Company’s
      securities of such class are then listed or quoted and on each inter-dealer
      quotation system on which any of the Company’s securities of such class are then
      quoted;

     

    (xviii)  make
      available upon reasonable notice at reasonable times and for reasonable periods
      for inspection by a representative appointed by the holders of a majority of
      the
      Registrable Securities of each class covered by the applicable Registration
      Statement, by any managing underwriter or underwriters participating in any
      disposition to be effected pursuant to such Registration Statement and by any
      attorney, accountant or other agent retained by such sellers or any such
      managing underwriter, all pertinent financial and other records, pertinent
      corporate documents and properties of the Company, and cause all of the
      Company’s officers, directors and employees and the independent public
      accountants who have certified its financial statements to make themselves
      available to discuss the business of the Company and to supply all information
      reasonably requested by any such seller, underwriter, attorney, accountant
      or
      agent in connection with such Registration Statement as shall be necessary
      to
      enable them to exercise their due diligence responsibility (subject to the
      entry
      by each party referred to in this clause (xviii) into customary confidentiality
      agreements in a form reasonably acceptable to the Company); and

     

    (xix)  in
      the
      case of an Underwritten Offering, cause senior executive officers of the Company
      to participate in customary “road show” presentations that may be reasonably
      requested by the managing underwriter in any such Underwritten Offering and
      otherwise to facilitate, cooperate with, and participate in each proposed
      offering contemplated herein and customary selling efforts related
      thereto.

     

    (b)  The
      Company may require each selling holder of Registrable Securities as to which
      any registration is being effected to furnish to the Company such information
      regarding the distribution of such Securities and such other information
      relating to such holder and its ownership of the applicable Registrable
      Securities as the Company may from time to time reasonably request. Each holder
      of Registrable Securities agrees to furnish such information to the Company
      and
      to cooperate with the Company as necessary to enable the Company to comply
      with
      the provisions of this Agreement. The Company shall have the right to exclude
      any holder that does not comply with the preceding sentence from the applicable
      registration.

     

    Section
      2.05.  Underwritten
      Offerings.

     


    
      
        
        

      

      
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    (a)    
      Underwriting
      Agreements. If requested by the underwriters for any Underwritten Offering
      requested by holders pursuant to Sections 2.01 or 2.02, the Company and the
      holders of Registrable Securities to be included therein shall enter into an
      underwriting agreement with such underwriters, such agreement to be reasonably
      satisfactory in substance and form to the Company, the holders of a majority
      of
      each class of the Registrable Securities to be included in such Underwritten
      Offering and the underwriters, and to contain such terms and conditions as
      are
      generally prevailing in agreements of that type, including, without limitation,
      indemnities no less favorable to the recipient thereof than those provided
      in
      Section 2.09. The holders of any Registrable Securities to be included in any
      Underwritten Offering pursuant to Section 2.03 shall enter into such an
      underwriting agreement at the request of the Company. All of the representations
      and warranties and the other agreements by and on the part of the Company to
      and
      for the benefit of the underwriters included in any such underwriting agreement
      shall also be made to and for the benefit of such holders, and any or all of
      the
      conditions precedent to the obligations of the underwriters under such
      underwriting agreement shall be conditions precedent to the obligations of
      such
      holders. No holder shall be required in any such underwriting agreement to
      make
      any representations or warranties to or agreements with the Company or the
      underwriters other than representations, warranties or agreements regarding
      such
      holder, such holder’s Registrable Securities, such holder’s intended method of
      distribution and any other representations required by law.

     

    (b)  Price
      and
      Underwriting Discounts. In the case of an Underwritten Offering requested by
      holders pursuant to Sections 2.01 or 2.02, the price, underwriting discount
      and
      other financial terms of the related underwriting agreement for each class
      of
      Registrable Securities shall be determined by the holders of a majority of
      such
      class of Registrable Securities. In the case of any Underwritten Offering
      pursuant to Section 2.03, such price, discount and other terms shall be
      determined by the Company, subject to the right of the holders to withdraw
      their
      request to participate in the registration pursuant to Section 2.03(a)(iii)
      after being advised of such price, discount and other terms.

     

    (c)  Participation
      in Underwritten Offerings. No Person may participate in an Underwritten Offering
      unless such Person (i) agrees to sell such Person’s securities on the basis
      provided in the underwriting arrangements approved by the Persons entitled
      to
      approve such arrangements and (ii) completes and executes all questionnaires,
      powers of attorney, indemnities, underwriting agreements and other documents
      required under the terms of such underwriting arrangements.

     

    Section
      2.06.  No
      Inconsistent Agreements; Additional Rights.  The Company will not
      enter into, and is not currently a party to, any agreement that is inconsistent
      with the rights granted to the holders of Registrable Securities by this
      Agreement.

     


    
      
        
        

      

      
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    Section
      2.07.  Obligation
      to Suspend Distribution.

     

    (a)  Each
      holder of Registrable Securities agrees by acquisition of such Registrable
      Securities that, upon receipt of any notice from the Company of the happening
      of
      any events of the kind described in Sections 2.04(a)(iii)(C), 2.04(a)(iii)(D)(in
      any applicable state) or 2.04(a)(iv), such holder will discontinue disposition
      of its Registrable Securities pursuant to the Registration Statement, in the
      case of Section 2.04(a)(iv), until the holder receives copies of the
      supplemented or amended prospectus contemplated by Section 2.04(a)(iv), or
      in
      any case until the holder is advised in writing by the Company that the use
      of
      the prospectus may be resumed, and receives copies of any additional or
      supplemental filings that are incorporated by reference in the prospectus and,
      if so directed by the Company, the holder will deliver to the Company (at the
      Company’s expense) all copies, other than permanent file copies then in such
      holder’s possession, of the prospectus covering such Registrable Securities that
      are current at the time of the receipt of such notice. In the event that the
      Company shall give any such notice in respect of a Demand Registration, the
      period during which the applicable Registration Statement is required to be
      maintained effective shall be extended by the number of days during the period
      from and including the date of the giving of such notice to and including the
      date when each seller of Registrable Securities covered by such Registration
      Statement either receives the copies of the supplemented or amended prospectus
      contemplated by Section 2.04(a)(iv) or is advised in writing by the Company
      that
      the use of the prospectus may be resumed.

     

    (b)  In
      the
      case of a resale registration on Form S-3 pursuant to Section 2.01, upon any
      suspension by the Company, pursuant to a written insider trading compliance
      program adopted by the Company’s board of directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until the
      restriction on the ability of “insiders” to transact in the Company’s securities
      is removed.

     

    Section
      2.08.  Registration
      Expenses.  (a) The Company shall pay all of the expenses set
      forth in this paragraph (a) in connection with a registration under this
      Agreement of Registrable Securities. Such expenses are (i) all registration
      and
      filing fees, and any other fees and expenses associated with filings required
      to
      be made with the SEC or the NASD, (ii) all fees and expenses of compliance
      with
      state securities or “Blue Sky” laws, (iii) all printing, duplicating, word
      processing, messenger, telephone, facsimile and delivery expenses (including
      expenses of printing certificates for the Registrable Securities in a form
      eligible for deposit with The Depository Trust Company and of printing
      prospectuses), (iv) all fees and disbursements of counsel for the Company and
      of
      all independent certified

     


    
      
        
        

      

      
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    (a)  public
      accountants of the Company, (v) Securities Act liability insurance or similar
      insurance if the Company so desires and (vi) all fees and expenses incurred
      in
      connection with the listing of the Registrable Securities on any securities
      exchange or the quotation of the Registrable Securities on any inter-dealer
      quotation system. In addition, in all cases the Company shall pay its internal
      expenses (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), the expense
      of
      any audit and the fees and expenses of any other Persons retained by the
      Company, including any special experts. In addition, the Company shall pay
      all
      reasonable fees and disbursements not to exceed $150,000 of one law firm or
      other counsel selected by the holders of a majority of the Registrable
      Securities being registered.

     

    (b)  The
      Company shall not be required to pay any other costs or expenses in the course
      of the transactions contemplated hereby, including underwriting discounts and
      commissions and transfer taxes attributable to the sale of Registrable
      Securities and the fees and expenses of any counsel to any holder of Registrable
      Securities other than as provided pursuant to the last sentence of the preceding
      paragraph (a), or of counsel to the underwriters.

     

    Section
      2.09.  Indemnification.

     

    (a)  Indemnification
      by the Company. The Company agrees to indemnify and hold harmless, to the full
      extent permitted by law, each holder of Registrable Securities and their
      respective officers, directors, employees, advisors and agents and each Person
      who controls (within the meaning of the Securities Act or the Exchange Act)
      such
      Persons from and against any and all losses, claims, damages, liabilities (or
      actions or proceedings in respect thereof, whether or not such indemnified
      party
      is a party thereto) and expenses (including reasonable costs of investigation
      and legal expenses), joint or several (each, a “Loss” and
      collectively “Losses”), arising out of or based upon (i) any
      untrue or alleged untrue statement of a material fact contained in any
      Registration Statement under which such Registrable Securities were registered
      under the Securities Act (including any final, preliminary or summary prospectus
      contained therein or any amendment thereof or supplement thereto or any
      documents incorporated by reference therein) or (ii) any omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein (in the case of a prospectus or
      preliminary prospectus, in light of the circumstances under which they were
      made) not misleading; provided, however, that the Company shall not be
      liable to any indemnified party in any such case to the extent that any such
      Loss arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission made in any such Registration
      Statement in reliance upon and in conformity with written information furnished
      to the Company by such holder expressly for use in the preparation thereof;
      and
provided, further, that the Company will not be liable to

     


    
      
        
        

      

      
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    any
      indemnified party in any case to the extent that any such Loss arises out of
      or
      is based upon any untrue statement or alleged untrue statement or omission
      or
      alleged omission made in any final, preliminary or summary prospectus if such
      untrue statement or alleged untrue statement or omission or alleged omission
      is
      corrected in an amendment or supplement to such prospectus which has been made
      available to the holders and the relevant holder of Registrable Securities
      fails
      to deliver such prospectus as so amended or supplemented, if such delivery
      is
      required under applicable law or the applicable rules of any securities
      exchange, prior to or concurrently with the sales of the Registrable Securities
      to the Person asserting such loss, claim, damage, liability or expense. This
      indemnity shall be in addition to any liability the Company may otherwise
      have.

     

    (b)  Indemnification
      by the Holders. Each selling holder of Registrable Securities agrees (severally
      and not jointly) to indemnify and hold harmless, to the full extent permitted
      by
      law, the Company, its directors and officers and each Person who controls the
      Company (within the meaning of the Securities Act and the Exchange Act) from
      and
      against any Losses resulting from any untrue statement of a material fact or
      any
      omission of a material fact required to be stated in the Registration Statement
      under which such Registrable Securities were registered under the Securities
      Act
      (including any final, preliminary or summary prospectus contained therein or
      any
      amendment thereof or supplement thereto or any documents incorporated by
      reference therein), or necessary to make the statements therein (in the case
      of
      a prospectus or preliminary prospectus, in light of the circumstances under
      which they were made) not misleading, to the extent, but only to the extent,
      that such untrue statement or omission had been contained in any information
      furnished in writing by such selling holder to the Company specifically for
      inclusion in such Registration Statement and was not corrected in a subsequent
      writing prior to or concurrently with the sale of the Registrable Securities
      to
      the Person asserting such loss, claim, damage, liability or expense. This
      indemnity shall be in addition to any liability such holder may otherwise have.
      Such indemnity shall remain in full force and effect regardless of any
      investigation made by or on behalf of the Company or any indemnified party.
      In
      no event shall the liability of any selling holder of Registrable Securities
      hereunder be greater in amount than the dollar amount of the proceeds received
      by such holder under the sale of the Registrable Securities giving rise to
      such
      indemnification obligation.

     

    (c)  Conduct
      of
      Indemnification Proceedings. Any Person entitled to indemnification hereunder
      will (i) give prompt written notice to the indemnifying party of any claim
      with
      respect to which it seeks indemnification (provided, however, that
      any delay or failure to so notify the indemnifying party shall relieve the
      indemnifying party of its obligations hereunder only to the extent, if at all,
      that it is actually and materially prejudiced by reason of such delay or
      failure) and (ii) permit such indemnifying party to assume the defense of such
      claim with counsel reasonably satisfactory to the indemnified party;
provided, however, that any

     


    
      
        
        

      

      
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    Person
      entitled to indemnification hereunder shall have the right to select and employ
      separate counsel and to participate in the defense of such claim, but the fees
      and expenses of such counsel shall be at the expense of such Person unless
      (A)
      the indemnifying party has agreed in writing to pay such fees or expenses,
      (B)
      the indemnifying party shall have failed to assume the defense of such claim
      within a reasonable time after having received notice of such claim from the
      Person entitled to indemnification hereunder and to employ counsel reasonably
      satisfactory to such Person, (C) in the reasonable judgment of any such Person,
      based upon advice of its counsel, a conflict of interest exists between such
      Person and the indemnifying party with respect to such claims or (D) based
      on
      advice of counsel, the indemnified party has reasonably concluded that there
      may
      be legal defenses available to it or other indemnified parties that are
      different from or in addition to those available to the indemnifying party
      such
      that the indemnifying party’s assumption of defense of the indemnified party
      would be likely to adversely affect the defense of the indemnified party (in
      which case, if the Person notifies the indemnifying party in writing that such
      Person elects to employ separate counsel at the expense of the indemnifying
      party, the indemnifying party shall not have the right to assume the defense
      of
      such claim on behalf of such Person). If such defense is not assumed by the
      indemnifying party, the indemnifying party will not be subject to any liability
      for any settlement made without its consent, but such consent may not be
      unreasonably withheld; provided, however, that an indemnifying party
      shall not be required to consent to any settlement involving the imposition
      of
      equitable remedies or involving the imposition of any material obligations
      on
      such indemnifying party other than financial obligations for which such
      indemnified party will be indemnified hereunder. If the indemnifying party
      assumes the defense, the indemnifying party shall have the right to settle
      such
      action without the consent of the indemnified party; provided, however,
      that the indemnifying party shall be required to obtain such consent (which
      consent shall not be unreasonably withheld) if the settlement includes any
      admission of wrongdoing on the part of the indemnified party or any restriction
      on the indemnified party or its officers or directors. No indemnifying party
      shall consent to entry of any judgment or enter into any settlement which does
      not include as an unconditional term thereof the giving by the claimant or
      plaintiff to each indemnified party of an unconditional release from all
      liability in respect to such claim or litigation. The indemnifying party or
      parties shall not, in connection with any proceeding or related proceedings,
      be
      liable for the reasonable fees, disbursements and other charges of more than
      one
      separate firm at any one time for all such indemnified party or parties unless
      (x) the employment of more than one counsel has been authorized in writing
      by
      the indemnifying party or parties, (y) a conflict or potential conflict exists
      or may exist (based on advice of counsel to an indemnified party) between such
      indemnified party and the other indemnified parties or (z) based on advice
      of
      counsel, an indemnified party has reasonably concluded that there may be legal
      defenses available to it that are different from or in addition to those
      available to

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    the
      other
      indemnified parties, in each of which cases the indemnifying party shall be
      obligated to pay the reasonable fees and expenses of such additional counsel
      or
      counsels.

     

    (d)  Contribution.
      If for any reason the indemnification provided for in the paragraphs (a) and
      (b)
      of this Section 2.09 is unavailable to an indemnified party or insufficient
      to
      hold it harmless as contemplated by paragraphs (a) and (b) of this Section
      2.09,
      then the indemnifying party shall contribute to the amount paid or payable
      by
      the indemnified party as a result of such Loss in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and the indemnified party on the other. The relative fault 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 indemnifying party or
      the
      indemnified party and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such untrue statement or
      omission. Notwithstanding anything in this Section 2.09(d) to the contrary,
      no
      indemnifying party (other than the Company) shall be required pursuant to this
      Section 2.09(d) to contribute any amount in excess of the amount by which the
      net proceeds received by such indemnifying party from the sale of Registrable
      Securities in the offering to which the Losses of the indemnified parties relate
      exceeds the amount of any damages which such indemnifying party has otherwise
      been required to pay by reason of such untrue statement or omission. The parties
      hereto agree that it would not be just and equitable if contribution pursuant
      to
      this Section 2.09(d) 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 the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation. If indemnification is available
      under this Section 2.09, the indemnifying parties shall indemnify each
      indemnified party to the full extent provided in Sections 2.09(a) and 2.09(b)
      hereof without regard to the relative fault of said indemnifying parties or
      indemnified party.

     

    Section
      2.10.  Rule
      144.  The Company covenants that it shall use its best efforts to
      file any reports required to be filed by it under the Securities Act and the
      Exchange Act and shall take such further action as the holders of Registrable
      Securities may reasonably request, all to the extent required from time to
      time
      to enable such holders to sell Registrable Securities without registration
      under
      the Securities Act within the limitation of the exemptions provided by Rule
      144
      under the Securities Act, as such Rules may be amended from time to time, or
      any
      similar Rule or regulation hereafter adopted by the Commission.

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    ARTICLE
      3

    MISCELLANEOUS

     

    Section
      3.01.  Term.  This
      Agreement shall terminate upon earlier of (i) the tenth anniversary of the
      date
      of this Agreement or (ii) the date as of which (A) all of the Registrable
      Securities have been sold pursuant to a Registration Statement (but in no event
      prior to the applicable period referred to in Section 4(3) of the Securities
      Act
      and Rule 174 thereunder) or (B) the holders are permitted to sell their
      Registrable Securities under Rule 144(k) under the Securities Act (or any
      similar provision then in force permitting the sale of restricted securities
      without limitation on the amount of securities sold or the manner of sale).
      The
      provisions of Section 2.09 and Section 2.10 shall survive any
      termination.

     

    Section
      3.02.  Notices.  All
      notices, other communications or documents provided for or permitted to be
      given
      hereunder, shall be made in writing and shall be given either personally by
      hand-delivery, by facsimile transmission, by mailing the same in a sealed
      envelope, registered first-class mail, postage prepaid, return receipt
      requested, or by air courier guaranteeing overnight delivery:

     

    (a)  if
      to the
      Company to:

     

    GSC
      ACQUISITION COMPANY

    500
      Campus
      Drive, Suite 220

    Florham
      Park, New Jersey 07932

    Attention:
      Chief Executive Officer

    Fax:
      (973)
      593-5454

     

    with
      a
      copy to:

     

    Davis
      Polk
& Wardwell

    450
      Lexington Avenue

    New
      York,
      New York 10017

    Attention:
      Deanna Kirkpatrick, Esq.

    Fax:
      (212)
      450-3135

     

    (b)  if
      to an
      Investor, to the address set forth below such Investor’s name on the signature
      page hereto.

     

    Each
      holder, by written notice given to the Company in accordance with this Section
      3.02, may change the address to which notices, other communications or documents
      are to be sent to such holder. All notices, other communications or documents
      shall be deemed to have been duly given: (i) at the time delivered by hand,
      if
      personally delivered; (ii) when receipt is acknowledged in writing by addressee,
      if by facsimile transmission; (iii) five business days after having been
      deposited in the mail, postage prepaid, if mailed by first class mail; or (iv)
      on the

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    first
      business day with respect to which a reputable air courier guarantees delivery;
      provided, however, that notices of a change of address shall be
      effective only upon receipt.

     

    Section
      3.03.  Successors,
      Assigns and Transferees.

     

    (a)  The
      registration rights of any holder under this Agreement with respect to any
      Registrable Securities may be transferred and assigned, provided,
      however, that no such assignment shall be binding upon or obligate the
      Company to any such assignee unless and until the Company shall have received
      notice of such assignment as herein provided and a written agreement of the
      assignee to be bound by the provisions of this Agreement. Any transfer or
      assignment made other than as provided in the first sentence of this Section
      3.03 shall be null and void.

     

    (b)  This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, and their respective successors and permitted assigns.

     

    Section
      3.04.  Governing
      Law; Service of Process; Consent to Jurisdiction.  (a) THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN
      THAT
      STATE.

     

    (b)  To
      the
      fullest extent permitted by applicable law, each party hereto (i) agrees that
      any claim, action or proceeding by such party seeking any relief whatsoever
      arising out of, or in connection with, this Agreement or the transactions
      contemplated hereby shall be brought only in the United States District Court
      for the Southern District of New York and in any New York State court located
      in
      the Borough of Manhattan and not in any other State or Federal court in the
      United States of America or any court in any other country, (ii) agrees to
      submit to the exclusive jurisdiction of such courts located in the State of
      New
      York for purposes of all legal proceedings arising out of, or in connection
      with, this Agreement or the transactions contemplated hereby and (iii)
      irrevocably waives any objection which it may now or hereafter have to the
      laying of the venue of any such proceeding brought in such a court and any
      claim
      that any such proceeding brought in such a court has been brought in an
      inconvenient forum.

     

    Section
      3.05.  Headings.  The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      this Agreement.

     

    Section
      3.06.  Severability.  Whenever
      possible, each provision or portion of any provision of this Agreement will
      be
      interpreted in such manner as to be effective and valid under applicable law
      but
      if any provision or portion of any

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    provision
      of this Agreement is held to be invalid, illegal or unenforceable in any respect
      under any applicable law in any jurisdiction, such invalidity, illegality or
      unenforceability will not affect any other provision or portion of any provision
      in such jurisdiction, and this agreement will be reformed, construed and
      enforced in such jurisdiction as if such invalid, illegal or unenforceable
      provision or portion of any provision had never been contained
      therein.

     

    Section
      3.07.  Amendment;
      Waiver.

     

    (a)  This
      Agreement may not be amended or modified and waivers and consents to departures
      from the provisions hereof may not be given, except by an instrument or
      instruments in writing making specific reference to this Agreement and signed
      by
      the Company and the holders of a majority of Registrable Securities of each
      class then outstanding. Each holder of any Registrable Securities at the time
      or
      thereafter outstanding shall be bound by any amendment, modification, waiver
      or
      consent authorized by this Section 3.07(a), whether or not such Registrable
      Securities shall have been marked accordingly.

     

    (b)  The
      waiver
      by any party hereto of a breach of any provision of this Agreement shall not
      operate or be construed as a further or continuing waiver of such breach or
      as a
      waiver of any other or subsequent breach. Except as otherwise expressly provided
      herein, no failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder, or otherwise available in
      respect hereof at law or in equity, shall operate as a waiver thereof, nor
      shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy.

     

    Section
      3.08.  Counterparts.  This
      Agreement may be executed in any number of separate 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 together shall constitute one and
      the
      same agreement.

     

    Section
      3.09.  Attorney-In-Fact.  The
      Investors hereby appoint and designate Peter R. Frank and Matthew C. Kaufman,
      as
      their agent and attorney-in-fact to take all actions (including any decisions
      on
      behalf of the holders) and to deliver all documents and certificates with
      respect to this Agreement, including the making of any modifications or
      amendments hereto. The actions of either or both of the agents named in the
      previous sentence in doing the foregoing are hereby affirmed, ratified,
      confirmed and approved in all respects. This power of attorney shall be
      revocable on the delivery of written notice of such revocation to the Company
      and Peter R. Frank and Matthew C. Kaufman or either of them.

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    IN
      WITNESS
      WHEREOF, the parties hereto have caused this Registration Rights Agreement
      to be
      duly executed as of the date first written above.

     

    
      	 	
              GSC
                ACQUISITION COMPANY

            	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


    

    
       

      
        	 	
                
                  GSC
                    SECONDARY INTEREST FUND, LLC

                  [Address]

                  Fax:

                

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name: Matt
                Kaufman	 
	 	 	Title: 	 
	 	 	 	 


      

      
        
           

          
            	 	
                    
                      JAMES
                        K. GOODWIN

                      [Address]

                      Fax:

                    

                  	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	Name: James
                    K. Goodwin	 
	 	 	Title: 	 
	 	 	 	 


          

          
            
               

              
                	 	
                        
                          RICHARD
                            A. MCKINNON

                          [Address]

                          Fax:

                        

                      	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
                          

                      	 	 
	 	 	Name: Richard
                        A. McKinnon	 
	 	 	Title: 	 
	 	 	 	 


              

              
                
                   

                  
                    	 	
                            
                              EDWARD
                                A. MUELLER

                              [Address]

                              Fax:

                            

                          	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
                              

                          	 	 


                  

                  

                    
                      
                        
                        

                      

                      
                        25

                        
                          

                        

                      

                      
                        
                        

                      

                    


                    
                      	 	 	Name: Edward
                              A. Mueller	 
	 	 	Title: 	 
	 	 	 	 


                    

                    
                      
                         

                        
                          
                            
                            

                          

                          
                            26

                            
                              

                            

                          

                          
                            
                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Schedule
      I

     

    GSC
      Secondary Interest Fund, LLC

     

    James
      K.
      Goodwin

     

    Richard
      A.
      McKinnon

     

    Edward
      A.
      Mueller

     

     

    27