Exhibit 4.2




 





 


REGISTRATION RIGHTS AGREEMENT


 


DATED AS OF DECEMBER 4, 2007

BY AND BETWEEN


 


ALLIANCE IMAGING, INC.


 


AND


 


DEUTSCHE BANK SECURITIES INC.


PIPER JAFFRAY & CO.




 





 

















 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of December 4, 2007, by and among Alliance Imaging,
Inc., a Delaware corporation (the “Company”) and Deutsche Bank
Securities Inc. and Piper Jaffray & Co. (the “Initial Purchasers”),
who have agreed to purchase the Company’s 71⁄4% Senior Subordinated Notes due
2012 (the “Notes”) pursuant to the Purchase Agreement (as defined below).


 


This Agreement is made pursuant to the
Purchase Agreement, dated November 28, 2007 (the “Purchase Agreement”),
by and among the Company and the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers to
purchase the Notes as set forth in the Purchase Agreement. Capitalized terms
used herein and not otherwise defined shall have the meaning assigned to them
in the Indenture (the “Indenture”), dated December 4, 2007, between the
Company and The Bank of New York, as Trustee, relating to the Notes and the Exchange
Notes (as defined below).


 


The parties hereby agree as follows:


 


1.                                      Definitions


 


As used in this Agreement, the following
capitalized terms shall have the following meanings:


 


Act:  The Securities Act of 1933, as amended.


 


Affiliate:  As defined in Rule 144 of the Act.


 


Broker-Dealer:  Any broker or dealer registered under the
Exchange Act.


 


Certificated Securities:
 The definitive Notes referred to in the
second paragraph of Section 201 of the Indenture.


 


Closing Date:  The date hereof.


 


Commission:  The Securities and Exchange Commission.


 


Consummate:  An Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the period required pursuant to Section 3(b) hereof and (c) the delivery by the
Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Notes tendered
by Holders thereof pursuant to the Exchange Offer.


 


Consummation Deadline:  As defined in Section 3(b) hereof.


 


Effectiveness Deadline:  As defined in Section 3(a) and 4(a) hereof.


 

















 


Exchange Act:  The Securities Exchange Act of 1934, as
amended.


 


Exchange Notes:  The Company’s 71⁄4% Senior Subordinated Notes
due 2012 to be issued pursuant to the Indenture:  (i) in the Exchange Offer or (ii) as contemplated
by Section 4 hereof.


 


Exchange Offer:  The issuance and exchange by the Company of a
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal
amount of Notes that are tendered by such Holders in connection with such
exchange and issuance.


 


Exchange Offer Registration Statement:  The Registration Statement relating to the
Exchange Offer, including the related Prospectus.


 


Exempt Resales:  The transactions in which the Initial
Purchasers propose to sell the Notes to certain “qualified institutional
buyers,” as such term is defined in Rule 144A under the Act and pursuant to
Regulation S under the Act.


 


Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.


 


Holders:  As defined in Section 2 hereof.


 


Issuer FWP: As
defined in Section 4(b) hereof.


 


Prospectus: The
prospectus included in a Registration Statement at the time such Registration
Statement is declared effective, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.


 


Recommencement Date:
 As defined in Section 6(d) hereof.


 


Registration Default:  As defined in Section 5 hereof.


 


Registration Statement:
 Any registration statement of the
Company relating to (a) an offering of Exchange Notes pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, in each case, (i) that is
filed pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by reference
therein.


 


Regulation S:  Regulation S promulgated under the Act.


 


Rule 144:  Rule 144 promulgated under the Act.


 


Shelf Registration Statement:  As defined in Section 4 hereof.


 


Suspension Notice:  As defined in Section 6(d) hereof.


 


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TIA:  The Trust Indenture Act of 1939 (15 U.S.C.
Section 77aaa-77bbbb) as in effect on the date of the Indenture.


 


Transfer Restricted Securities:
 Each Note, until the earliest to occur
of (a) the date on which such Note is exchanged in the Exchange Offer and
entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Act, (b) the date on which
such Note has been disposed of in accordance with a Shelf Registration
Statement, (c) the date on which such Note is distributed to the public
pursuant to Rule 144 under the Act, or (d) the date on which such Note is disposed
of by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by
the Exchange Offer Registration Statement (including the delivery of the
Prospectus contained therein).


 


2.                                      Holders


 


A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns
Transfer Restricted Securities.


 


3.                                      Registered
Exchange Offer


 


(a)           Unless the Exchange Offer shall not be
permitted by applicable law or applicable interpretation of the Staff of the
Commission, the Company shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission on or prior to 150 days after the
Closing Date (such 150th day being the “Filing Deadline”), (ii) use its commercially
reasonable efforts to cause such Exchange Offer Registration Statement to
become effective at the earliest possible time, but in no event later than 240
days after the Closing Date (such day being the “Effectiveness Deadline”),
(iii) in connection with the foregoing, (A) file all pre-effective amendments
to such Exchange Offer Registration Statement as may be necessary in order to
cause it to become effective, (B) file, if applicable, a post-effective
amendment to such Exchange Offer Registration Statement pursuant to Rule 430A
under the Act and (C) cause all necessary filings, if any, in connection with
the registration and qualification of the Exchange Notes to be made under the
Blue Sky laws of such jurisdictions as are necessary to permit Consummation of
the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and Consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting (i) registration of
the Exchange Notes to be offered in exchange for the Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that
tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its
own account as a result of market-making activities or other trading activities
(other than Notes acquired directly from the Company or any of its Affiliates)
as contemplated by Section 3(c) below.


 


(b)           The Company shall use its commercially
reasonable efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however,
that in no event shall such period be less than twenty (20) Business Days. The
Company shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Exchange Notes shall be
included in the Exchange Offer Registration Statement. The Company


 


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shall use its commercially reasonable efforts
to cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 270 days after the Closing Date (such day being the “Consummation
Deadline”).


 


(c)           The Company shall include a “Plan of
Distribution” Section in the Prospectus contained in the Exchange Offer Registration
Statement and indicate therein that any Broker-Dealer who holds Transfer
Restricted Securities that were acquired for the account of such Broker-Dealer
as a result of market-making activities or other trading activities (other than
Notes acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such
“Plan of Distribution” Section shall also contain all other information with
respect to such sales by such Broker-Dealers that the Commission may require in
order to permit such sales pursuant thereto, but such “Plan of Distribution”
shall not name any such Broker-Dealer or disclose the amount of Transfer
Restricted Securities held by any such Broker-Dealer, except to the extent
required by the Commission as a result of a change in policy, rules or
regulations after the date of this Agreement.


 


Because such Broker-Dealer may be deemed to
be an “underwriter” within the meaning of the Act and must, therefore, deliver
a prospectus meeting the requirements of the Act in connection with its initial
sale of any Exchange Notes received by such Broker-Dealer in the Exchange
Offer, the Company shall permit the use of the Prospectus contained in the
Exchange Offer Registration Statement by such Broker-Dealer to satisfy such
prospectus delivery requirement. To the extent necessary to ensure that the
prospectus contained in the Exchange Offer Registration Statement is available
for sales of Exchange Notes by Broker-Dealers, the Company agrees to use its commercially
reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period the
earlier of (a) 180 days from the Consummation of the Exchange Offer and (b)
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto. The
Company shall provide sufficient copies of the latest version of such
Prospectus to such Broker- Dealers, promptly upon request, and in no event
later than one day after such request, at any time during such period.


 


4.                                      Shelf
Registration


 


(a)           Shelf Registration.
If (i) the Exchange Offer is not permitted by applicable law or applicable
interpretation of the Staff of the Commission or (ii) if any Holder of
Transfer Restricted Securities shall notify the Company within twenty (20)
Business Days following the Consummation Deadline that (A) such Holder was
prohibited by law or Commission policy from participating in the Exchange Offer
or (B) such Holder may not resell the Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the Prospectus
contained in the Exchange Offer Registration Statement is not available for
such resales by such Holder or (C) such Holder is a Broker-Dealer and holds
Notes acquired directly from the Company or any of its Affiliates, then the
Company shall:


 


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(x)                                   cause to be filed,
on or prior to 30 days after the earlier of (i) the date on which the Company
determines that the Exchange Offer Registration Statement cannot be filed as a
result of clause (a)(i) above and (ii) the date on which the Company receives
the notice specified in clause (a)(ii) above, (such earlier date, the “Filing
Deadline”), a shelf registration statement pursuant to Rule 415 under the
Act (which may be an amendment to the Exchange Offer Registration Statement
(the “Shelf Registration Statement”)), relating to all Transfer
Restricted Securities, and


 


(y)                                 shall use its commercially
reasonable efforts to cause such Shelf Registration Statement to become effective
on or prior to 75 days after the Filing Deadline for the Shelf Registration
Statement (such 75th day the “Effectiveness Deadline”).


 


If, after the Company has filed an Exchange
Offer Registration Statement that satisfies the requirements of Section 3(a)
above, the Company is required to file and make effective a Shelf Registration
Statement solely because the Exchange Offer is not permitted under applicable
federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer
Registration Statement shall be deemed to satisfy the requirements of clause
(x) above; provided that, in such event, the Company shall remain
obligated to meet the Effectiveness Deadline set forth in clause (y).


 


To the extent necessary to ensure that the
Shelf Registration Statement is available for sales of Transfer Restricted
Securities by the Holders thereof entitled to the benefit of this Section 4(a)
and the other securities required to be registered therein pursuant to Section
6(b)(ii) hereof, the Company shall use its commercially reasonable efforts to
keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(b) and (c) hereof and in conformity
with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
at least two years (as extended pursuant to Section 6(c)(i)) following the
Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold pursuant thereto.


 


(b)           Provision By Holders of
Certain Information In Connection With The Shelf Registration Statement.
No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Company in writing,
within 20 days after receipt of a request therefor, the information specified
in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in
connection with any Shelf Registration Statement, Prospectus, preliminary
Prospectus or “issuer free writing prospectus” (as defined in Rule 405) (an “Issuer
FWP”) included therein. No Holder of Transfer Restricted Securities shall be
entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. Each selling Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such
Holder not materially misleading.


 


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5.                                      Liquidated
Damages


 


If (i) any Registration Statement required by
this Agreement is not filed with the Commission on or prior to the applicable
Filing Deadline, (ii) any such Registration Statement has not been declared
effective by the Commission on or prior to the applicable Effectiveness
Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the
Consummation Deadline or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
within two (2) Business Days by a post-effective amendment to such Registration
Statement that cures such failure and that is itself declared effective within
two (2) Business Days of filing such post-effective amendment to such
Registration Statement (each such event referred to in clauses (i) through
(iv), a “Registration Default”), then the Company hereby agrees to pay
to each Holder of Transfer Restricted Securities affected thereby Liquidated Damages.
Liquidated Damages shall accrue at an annual rate of 0.25% of the aggregate
principal amount of Transfer Restricted Securities on the date of such
Registration Default, payable in cash semi-annually in arrears on each Interest
Payment Date. Notwithstanding anything to the contrary set forth herein, (1)
upon filing of the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement), in the case of (ii) above, (3) upon
Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the
filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.


 


All accrued liquidated damages shall be paid
to the Holders entitled thereto, in the manner provided for the payment of
interest in the Indenture, on each Interest Payment Date, as more fully set
forth in the Indenture and the Notes. Notwithstanding the fact that any
securities for which liquidated damages are due cease to be Transfer Restricted
Securities, all obligations of the Company to pay liquidated damages with
respect to securities shall survive until such time as such obligations with
respect to such securities shall have been satisfied in full.


 


6.                                      Registration
Procedures


 


(a)           Exchange Offer
Registration Statement. In connection with the Exchange Offer, the
Company shall (x) comply with all applicable provisions of Section 6(c) below,
(y) use its commercially reasonable efforts to effect such exchange and to
permit the resale of Exchange Notes by Broker-Dealers that tendered in the
Exchange Offer Notes that such Broker-Dealer acquired for its own account as a
result of its market-making activities or other trading activities (other than
Notes acquired directly from the Company or any of its Affiliates) being sold
in accordance with the intended method or methods of distribution thereof, and
(z) comply with all of the following provisions:


 


(i)            As
a condition to its participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer)
shall furnish, upon the request of the Company, prior to the Consummation of
the


 


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Exchange
Offer, a written representation to the Company (which may be contained in the
letter of transmittal contemplated by the Exchange Offer Registration
Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it
is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange
Notes in its ordinary course of business. As a condition to its participation
in the Exchange Offer each Holder using the Exchange Offer to participate in a
distribution of the Exchange Notes shall acknowledge and agree that, if the
resales are of Exchange Notes obtained by such Holder in exchange for Notes
acquired directly from the Company or an Affiliate thereof, it (1) could not,
under Commission policy as in effect on the date of this Agreement, rely on the
position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon
Capital Holdings Corporation (available May 13, 1988), as interpreted
in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and
similar no-action letters and (2) must comply with the registration and
prospectus delivery requirements of the Act in connection with a secondary
resale transaction and that such a secondary resale transaction must be covered
by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K.


 


(ii)           Prior
to effectiveness of the Exchange Offer Registration Statement, if the
Commission so requests, the Company shall provide a supplemental letter to the
Commission (A) stating that the Company is registering the Exchange Offer in
reliance on the position of the Commission enunciated in Exxon
Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2,
1993 and (B) including a representation that the Company has not entered into
any arrangement or understanding with any Person to distribute the Exchange
Notes to be received in the Exchange Offer and that, to the best of the Company’s
information and belief, each Holder participating in the Exchange Offer is
acquiring the Exchange Notes in its ordinary course of business and has no
arrangement or understanding with any Person to participate in the distribution
of the Exchange Notes received in the Exchange Offer.


 


(b)           Shelf Registration
Statement.


 


(i)            In
connection with the Shelf Registration Statement, the Company shall comply with
all applicable provisions of Section 6(c) below and use its commercially
reasonable efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof (as indicated in the information
furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto
the Company will prepare and file with the Commission a Registration Statement
relating to the registration on any appropriate form under the Act, which form
shall be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof, and


 


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(ii)           issue,
upon the request of any Holder or purchaser of Notes covered by any Shelf
Registration Statement contemplated by this Agreement, Exchange Notes having an
aggregate principal amount equal to the aggregate principal amount of Notes
sold pursuant to the Shelf Registration Statement and surrendered to the
Company for cancellation; the Company shall register Exchange Notes on the
Shelf Registration Statement for this purpose and issue the Exchange Notes to
the purchaser(s) of securities subject to the Shelf Registration Statement in
the names such purchaser(s) shall designate.


 


(c)           General Provisions.
In connection with any Registration Statement and any related Prospectus
required by this Agreement, the Company shall:


 


(i)            use
its commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the
period specified in Section 3 or 4 of this Agreement, as applicable. Upon the
occurrence of any event that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain an untrue statement of material
fact or omit to state any material fact necessary to make the statements
therein not misleading or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this Agreement,
the Company shall file promptly an appropriate amendment to such Registration
Statement curing such defect, and, if Commission review is required, use its commercially
reasonable efforts to cause such amendment to be declared effective as soon as
practicable;


 


(ii)           prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in Section
3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as
applicable, under the Act in a timely manner; and comply with the provisions of
the Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
such Registration Statement or supplement to the Prospectus;


 


(iii)          advise
each Holder promptly and, if requested by such Holder, confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any applicable Registration
Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement under
the Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto or any document incorporated by
reference therein


 


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untrue, or
that requires the making of any additions to or changes in the Registration
Statement in order to make the statements therein not misleading, or that
requires the making of any additions to or changes in the Prospectus in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company
shall use its commercially reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest possible time;


 


(iv)          subject
to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D)
above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Transfer Restricted Securities,
the Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;


 


(v)           furnish
to each Holder in connection with such exchange or sale, if any, before filing
with the Commission, copies of any Registration Statement or any Prospectus
included therein or any amendments or supplements to any such Registration
Statement or Prospectus (including all documents incorporated by reference
after the initial filing of such Registration Statement), which documents will
be subject to the reasonable review and comment of such Holders in connection
with such sale, if any, for a period of at least two (2) Business Days, and the
Company will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which such Holders
shall reasonably object within two (2) Business Days after the receipt thereof;


 


(vi)          make
available, at reasonable times, for inspection by each Holder and any attorney
or accountant retained by such Holders, all financial and other records,
pertinent corporate documents of the Company and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any
such Holder, attorney or accountant in connection with such Registration Statement
or any post-effective amendment thereto subsequent to the filing thereof and
prior to its effectiveness; provided, however, that such persons
shall first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such Persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) disclosure of such information is required
by law (including any disclosure requirements pursuant to federal securities
laws in connection with the filing of such Registration Statement or the use of
any Prospectus), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard such
information by such


 


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person or (iv)
such information becomes available to such person from a source other than the
Company and its subsidiaries and such source is not known, after due inquiry,
by the relevant Holder to be bound by a confidentiality agreement; provided
further, that the foregoing investigation shall be coordinated on behalf
of the Holders by one representative designated by and on behalf of such
Holders and any such confidential information shall be available from such
representative to such Holders so long as any Holder agrees to be bound by such
confidentiality agreement;


 


(vii)         if
requested by any Holder in connection with such exchange or sale, promptly
include in any Registration Statement or Prospectus, pursuant to a supplement
or post-effective amendment if necessary, such information as such Holders may
reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted
Securities; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified
of the matters to be included in such Prospectus supplement or post-effective
amendment;


 


(viii)        furnish
to each Holder in connection with such exchange or sale, without charge, at
least one copy of the Registration Statement, as first filed with the
Commission, and of each amendment thereto, including all documents incorporated
by reference therein and all exhibits (including exhibits incorporated therein
by reference);


 


(ix)           deliver
to each Holder without charge, as many copies of the Prospectus (including each
preliminary prospectus and Issuer FWP) and any amendment or supplement thereto
as such Persons reasonably may request; the Company hereby consents to the use
(in accordance with law) of the Prospectus and any amendment or supplement
thereto by each selling Holder in connection with the offering and the sale of
the Transfer Restricted Securities covered by the Prospectus or any amendment
or supplement thereto;


 


(x)            upon
the request of any Holder, enter into such agreements (including underwriting
agreements) and make such representations and warranties and take all such
other actions in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any applicable
Registration Statement contemplated by this Agreement as may be reasonably
requested by any Holder in connection with any sale or resale pursuant to any
applicable Registration Statement. In such connection, the Company shall:


 


(A)          upon
request of any Holder, furnish (or in the case of paragraphs (2) and (3), use
its commercially reasonable efforts to cause to be furnished) to the Holders,
upon Consummation of the Exchange Offer or upon the effectiveness of the Shelf
Registration Statement, as the case may be:


 


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(1)           a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice
President and (y) a principal financial or accounting
officer of the Company, confirming, as of the date thereof, the matters set
forth in Sections 7(d)-(f) of the
Purchase Agreement and such other similar matters as such Holders may reasonably
request;


 


(2)           an opinion, dated the
date of Consummation of the Exchange Offer or the date of effectiveness of the
Shelf Registration Statement, as the case may be, of counsel for the Company
covering matters customarily covered in opinions requested in similar sales of
securities or underwritten offerings;


 


(3)           a customary comfort
letter, dated the date of Consummation of the Exchange Offer, or as of the date
of effectiveness of the Shelf Registration Statement, as the case may be, from
the Company’s independent accountants, in the customary form and covering
matters of the type customarily covered in comfort letters to underwriters in
connection with similar underwritten offerings; and


 


(B)           deliver
such other documents and certificates as may be reasonably requested by the
selling Holders to evidence compliance with the matters covered in clause (A)
above and with any customary conditions contained in the any agreement entered
into by the Company pursuant to this clause (x);


 


(xi)           prior
to any public offering of Transfer
Restricted Securities, cooperate with the selling Holders and their counsel in
connection with the registration and qualification of the Transfer Restricted
Securities under the securities or Blue Sky laws of such jurisdictions as the
selling Holders may request and do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the applicable Registration Statement; provided, however,
that the Company shall not be required to register or qualify as a foreign corporation
where it is not now so qualified or to take any action that would subject it to
the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where
it is not now so subject;


 


(xii)          in
connection with any sale of Transfer Restricted Securities that will result in
such securities no longer being Transfer Restricted Securities, cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and to register such Transfer Restricted Securities in
such denominations and such names as the selling Holders may request at least
two (2) Business Days prior to such sale of Transfer Restricted Securities;


 


(xiii)         use
its commercially reasonable efforts to cause the disposition of the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition
of such Transfer Restricted Securities, subject to the proviso contained in
clause (xi) above;


 


11

















 


(xiv)        provide
a CUSIP number for all Transfer Restricted Securities not later than the
effective date of a Registration Statement covering such Transfer Restricted
Securities and provide the Trustee under the Indenture with printed certificates
for the Transfer Restricted Securities which are in a form eligible for deposit
with the Depository Trust Company;


 


(xv)         otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security
holders with regard to any applicable Registration Statement, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule
158 (which need not be audited) covering a twelve-month period beginning after
the effective date of the Registration Statement (as such term is defined in
paragraph (c) of Rule 158 under the Act);


 


(xvi)        cause
the Indenture to be qualified under the TIA not later than the effective date
of the first Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the TIA; and execute and use its commercially
reasonable efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to
be filed with the Commission to enable such Indenture to be so qualified in a
timely manner; and


 


(xvii)       provide
promptly to each Holder, upon request, each document filed with the Commission
pursuant to the requirements of Section 13 or Section 15(d) of the Exchange
Act.


 


(d)           Restrictions On Holders.
Each Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from
the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder
will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until (i) such Holder has
received copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the
Company that the use of the Prospectus may be resumed, and has received copies
of any additional or supplemental filings that are incorporated by reference in
the Prospectus (in each case, the “Recommencement Date”). Each Holder
receiving a Suspension Notice hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Holder’s
possession which have been replaced by the Company with more recently dated
Prospectuses or (ii) 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 Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. The time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4
hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.


 


12

















 


7.                                      Registration
Expenses


 


(a)           All expenses incident to the Company’s
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation:  (i) all registration
and filing fees and expenses; (ii) all fees and expenses of compliance with
federal securities and state Blue Sky or securities laws; (iii) all expenses of
printing (including printing certificates for the Exchange Notes to be issued
in the Exchange Offer) and printing of Prospectuses, messenger and delivery
services and telephone; (iv) all reasonable fees and disbursements of counsel
for the Company and, subject to the limitations set forth in Section 7(b), the
Holders of Transfer Restricted Securities; (v) all application and filing fees
in connection with listing the Exchange Notes on a national securities exchange
or automated quotation system pursuant to the requirements hereof; and (vi) all
reasonable fees and disbursements of independent certified public accountants
of the Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).


 


The Company will, in any event, bear its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company.


 


(b)           In connection with any Registration
Statement required by this Agreement (including, without limitation, the
Exchange Offer Registration Statement and the Shelf Registration Statement),
the Company will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities who are tendering Notes in the Exchange Offer and/or
selling or reselling Notes or Exchange Notes pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Cahill Gordon &
Reindel LLP,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such
Registration Statement is being prepared.


 


8.                                      Indemnification


 


(a)           The Company agrees to indemnify and hold
harmless each Holder, its directors, officers and each Person, if any, who
controls such Holder (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act), from and against any and all losses, claims, damages,
liabilities, judgments, caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement, preliminary
prospectus, Issuer FWP or Prospectus (or any amendment or supplement thereto)
provided by the Company to any Holder or any prospective purchaser of Exchange
Notes or registered Notes, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or judgments are caused by an untrue statement or
omission or alleged untrue statement or omission that is based upon information
relating to any of the Holders furnished in writing to the Company by any of
the Holders.


 


13

















 


(b)           Each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless
the Company and its directors and officers, and each person, if any, who
controls (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Company, to the same extent as the foregoing indemnity from
the Company set forth in Section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be
liable or responsible for any amount in excess of the amount by which the total
amount received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.


 


(c)           In case any action shall be commenced
involving any person in respect of which indemnity may be sought pursuant to
Section 8(a) or 8(b) (the “Indemnified Party”), the Indemnified Party
shall promptly notify the person against whom such indemnity may be sought (the
“Indemnifying Party”) in writing and the Indemnifying Party shall assume
the defense of such action, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
of such counsel, as incurred (except that in the case of any action in respect
of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a
Holder shall not be required to assume the defense of such action pursuant to
this Section 8(c), but may employ separate counsel and participate in the
defense thereof, but the fees and expenses of such counsel, except as provided
below, shall be at the expense of the Holder). Any Indemnified Party shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the Indemnified Party unless (i) the employment of such counsel
shall have been specifically authorized in writing by the Indemnifying Party,
(ii) the Indemnifying Party shall have failed to assume the defense of such
action or employ counsel reasonably satisfactory to the Indemnified Party or
(iii) the named parties to any such action (including any impleaded parties)
include both the Indemnified Party and the Indemnifying Party, and the Indemnified
Party shall have been advised by such counsel that there may be one or more
legal defenses available to it 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 assume the defense of such action on behalf of the Indemnified
Party). In any such case, the Indemnifying Party shall not, in connection with
any one action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys
(in addition to one separate firm of local counsel in each such jurisdiction)
for all indemnified parties and all such fees and expenses shall be reimbursed
as they are incurred. Such firm shall be designated in writing by a majority of
the Holders, in the case of the parties indemnified pursuant to Section 8(a),
and by the Company, in the case of parties indemnified pursuant to Section 8(b).
The Indemnifying Party shall indemnify and hold harmless the Indemnified Party
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into
more than forty (40) Business Days after the Indemnifying Party shall have
received a request from the Indemnified Party for reimbursement for the fees
and expenses of counsel (in any case where


 


14

















 


such fees and expenses are at the expense of
the Indemnifying Party) and, prior to the date of such settlement, the Indemnifying
Party shall have failed to comply with such reimbursement request. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement or compromise of, or consent to the entry of judgment with
respect to, any pending or threatened action in respect of which the Indemnified
Party is or could have been a party and indemnity or contribution may be or
could have been sought hereunder by the Indemnified Party, unless such
settlement, compromise or judgment (i) includes an unconditional release of the
Indemnified Party from all liability on claims that are or could have been the
subject matter of such action 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 the Indemnified
Party.


 


(d)           To the extent that the indemnification
provided for in this Section 8 is unavailable to an Indemnified Party in
respect of any losses, claims, damages, liabilities or judgments referred to
therein, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages, liabilities or judgments (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company, on the one hand, and the Holders, on the other hand, from their
sale of Transfer Restricted Securities or (ii) if the allocation provided by
clause 8(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company, on the one hand, and
of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company, on the one hand, and of the Holder, 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 the Holder, on the other hand, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and judgments referred to above
shall be deemed to include, subject to the limitations set forth in Section
8(c), any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.


 


The Company and each Holder agree that it
would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any
matter, including any action that could have given rise to such losses, claims,
damages, liabilities or judgments. Notwithstanding the provisions of this
Section 8, no Holder, its directors, its officers or any Person, if any, who
controls such Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the total received by such Holder with
respect to the sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of


 


15

















 


any damages
which such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant
to this Section 8(d) are several in proportion to the respective principal
amount of Transfer Restricted Securities held by each Holder hereunder and not
joint.


 


9.                                      Rule 144A and
Rule 144


 


The Company agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding and during any
period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange
Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.


 


10.                               Miscellaneous


 


(a)           Remedies. The
Liquidated Damages contemplated hereby shall be the exclusive remedy available
to Holders of Transfer Restricted Securities for any failure by the Company to
comply with the registration requirements of this Agreement.


 


(b)           No Inconsistent Agreements.
The Company will not, on or after the date of this Agreement, enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The Company has not previously entered into any agreement
granting any registration rights with respect to its securities to any Person. 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
securities under any agreement in effect on the date hereof.


 


(c)           Amendments and Waivers.
The provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to or departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
(excluding Transfer Restricted Securities held by the Company or its
Affiliates). Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof that relates exclusively to the rights of Holders
whose Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the rights of
other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.


 


16

















 


(d)           Third Party Beneficiary.
The Holders shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect its
rights or the rights of Holders hereunder.


 


(e)           Notices. All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, first-class mail (registered or certified,
return receipt requested), telex, telecopier, or air courier guaranteeing
overnight delivery:


 


(i)            if
to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and


 


(ii)           if
to the Company:


 


Alliance Imaging, Inc.

1900 S. State College Blvd., Suite 600

Anaheim, CA 92806

Telecopier No.:  (714) 688-3377

Attention:  General Counsel


 


With a copy to:


 


Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, CA 94111

Telecopier No.: (415) 395-8095

Attention:  Tracy Edmonson, Esq.


 


All such notices and communications shall be
deemed to have been duly given:  at the
time delivered by hand, if personally delivered; five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address specified in the Indenture.


 


(f)            Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties, including without limitation and without
the need for an express assignment, subsequent Holders; provided, that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms hereof
or of the Purchase Agreement or the Indenture. If any transferee of any Holder
shall acquire Transfer Restricted Securities in any manner, whether by
operation of law or otherwise, such Transfer Restricted Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Transfer Restricted Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this
Agreement and, if applicable, the Purchase Agreement, and such Person shall be
entitled to receive the benefits hereof.


 


17

















 


(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)           Entire
Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement
of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein with respect
to the registration rights granted with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter. 


 


18

















 


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


 


	
   

  	
  ALLIANCE IMAGING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eli H. Glovinsky

  	
   

  
	
   

  	
   

  	
  Name: Eli H. Glovinsky

  
	
   

  	
   

  	
  Title: Executive Vice President, General
  Counsel,

  
	
   

  	
   

  	
  Corporate Secretary

  



 


Registration Rights Agreement


 


S-1

















 


The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.


 


	
  DEUTSCHE BANK SECURITIES INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Lex Malas

  	
   

  
	
   

  	
  Name: Lex Malas

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William Fraven

  	
   

  
	
   

  	
  Name: William Fraven

  
	
   

  	
  Title: Managing Director

  



 


Registration Rights Agreement


 


S-2

















 


The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.


 


	
  PIPER JAFFRAY & CO.

  
	
   

  
	
   

  
	
  By

  	
  /s/ David B. Holden

  	
   

  
	
   

  	
  Name: David B. Holden

  
	
   

  	
  Title: Managing Director

  



 


Registration Rights Agreement


 


S-3