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Exhibit 10.11    
    


 
 

REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered
into as of the            day of                        , 2007, by and
among Prospect Acquisition Corp., a Delaware corporation (the "Company") and the
undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the
"Investors"). 


        WHEREAS, the Investors collectively beneficially own all of the 7,187,500 shares of the Company's Common Stock (as defined below) issued
and outstanding and 5,250,000 Sponsors' Warrants (as defined below), all of which were acquired by private placement and currently held of record by certain of the Investors as set forth on
Schedule I hereto; 


        WHEREAS, the Investors may, in certain circumstances and subject to certain transfer restrictions and other restrictions, transfer (or
cause to be transferred) to Permitted Transferees (as defined below) some or all of the securities held by such Investors; and 


        WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the
registration of shares of Common Stock and Sponsors' Warrants held by them and to provide for any Permitted Transferee who receives shares of Common Stock or Sponsors' Warrants from an Investor from
time to time to accede to this Agreement. 


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


1.    DEFINITIONS.    The following capitalized terms used herein 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 prospectus and any preliminary prospectus, in the 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" means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time. 


        "Business day" means any day, except a Saturday, Sunday or legal holidays on which the banking institutions in the city of New York are
authorized or obligated by law or executive order to close. 


        "Commission" means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the
Exchange Act. 


        "Common Stock" means the common stock, par value $0.0001 per share, of the Company. 


        "Company" is defined in the preamble to this Agreement and shall include the Company's successors by merger, acquisition, reorganization
or otherwise. 


        "Demanding Holder" is defined in Section 2.1.1. 


        "Demand Registration" is defined in Section 2.1.1. 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time. 


        "Form S-3" is defined in Section 2.3. 







 



        "Founders' Common Stock" means the 7,187,500 of Common Stock held by the Investors prior to the IPO. 


        "Indemnified Party" is defined in Section 4.3. 


        "Indemnifying Party" is defined in Section 4.3. 


        "Investor" is defined in the preamble to this Agreement. 


        "Investor Indemnified Party" is defined in Section 4.1. 


        "Maximum Number of Shares" is defined in Section 2.1.4. 


        "Notices" is defined in Section 7.3. 


        "Permitted Transferee" means (a) immediate family members of a holder and trusts established by a holder for estate planning
purposes or (b) affiliates of a holder. 


        "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. 


        "Piggy-Back Registration" is defined in Section 2.2.1. 


        "Register," "Registered" and
"Registration" mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of
the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 


        "Registrable Securities" mean (i) all of the shares of Common Stock beneficially owned or held by Investors prior to the
consummation of the Company's initial public offering and as of the date of this Agreement; and (ii) all of the Sponsors' Warrants (and underlying shares of Common Stock). Registrable
Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such
shares of Common Stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such
securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(b) such securities shall 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 further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or
(c) such securities shall have ceased to be outstanding. For purposes of this Agreement, the Investors' Common Stock and the shares of Common Stock issuable upon exercise of the Sponsors'
Warrants shall together constitute one "class" of Registrable Securities and the Sponsors' 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 Statement" means a registration statement filed by the Company with the Commission in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a public offering and sale of Common Stock 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 (other than a registration statement on 


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Form S-4
or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity). 


        "Release Date" means the date on which shares of Common Stock are disbursed from escrow pursuant to Section 3 of that certain
Escrow Agreement dated as of [?], 2007 by and among the parties hereto and Continental Stock Transfer & Trust Company. 


        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time. 


        "Sponsors' Warrants" means the warrants to purchase shares of Common Stock being purchased privately by certain of the Investors
simultaneously with the consummation of the Company's initial public offering, pursuant to that certain Sponsors' Warrants Purchase Agreement, dated as of [?], 2007, among the
Company and the Investors signatory thereto, as listed on Schedule I hereto. 


        "Underwriter" means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer's market-making activities. 


        "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. 


2.    REGISTRATION RIGHTS.    


        2.1.    Demand Registration.    



        2.1.1.    Request for Registration.    At any time and from time to time on or after the date that is (i) after
the Company consummates an "initial business combination" (as defined in the Company's Registration Statement with respect to its initial public offering) with respect to the Sponsors' Warrants (or
underlying shares of Common Stock); and (ii) the earlier of (x) nine months after the consummation of a business combination or (y) the date the shares are released from escrow,
with respect to the Founders' Common Stock, the holders of a majority-in-interest of any class of Registrable Securities, held by the Investors or the Permitted Transferees of
the Investors, may make a written demand for registration under the Securities Act of all or part of each such class of Registrable Securities held by such holders, provided that the estimated market
value of 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". Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof. Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of
Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder's Registrable Securities
in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a "Demanding Holder") shall so notify the
Company in writing, provided that such notice shall be received by the Company within ten (10) business days of the Company's having sent the applicable notice to such holder or holders. 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 the account of Persons who are not
holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to
Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this
Section 2.1.1 in respect of each class of Registrable Securities. In addition, the Company shall not be required to file a Registration 



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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 2.1. 


        2.1.2.    Effective Registration.    A registration will not count as a Demand Registration until the Registration
Statement filed with the Commission with respect to such Demand Registration has been declared effective 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); 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 Commission 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) a
majority-in-interest of the Demanding Holders 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. 


        2.1.3.    Underwritten Offering.    If a majority-in-interest of the Demanding Holders so
elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the
form of an Underwritten Offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder's participation in such
underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. 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 Demanding Holders proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the
Demand Registration and consistent with Section 3.2.1. 


        2.1.4.    Reduction of Offering.    If the managing Underwriter or Underwriters for a Demand Registration that is to
be an Underwritten Offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell,
taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant
to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can
be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or
maximum number of shares, as applicable, the "Maximum Number of Shares"), then the Company shall include in such registration: (i) first, the
Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (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) (such proportion is referred to herein as "Pro
Rata") that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the 



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Maximum
Number of Shares; (iii) third, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other
securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, Pro Rata, and that can be sold without exceeding
the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), securities that other
security holders of the Company desire to sell, Pro Rata, that can be sold without exceeding the Maximum Number of Shares. 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 2.1.4. 


        2.1.5.    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 withdrawn registration shall be deemed a Demand
Registration for purposes of Section 2.1 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. 


        2.1.6.    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 2.1.6. 


        2.1.7.    Registration Statement Form.    Registrations under this Section 2.1 shall be on such appropriate
registration form of the Commission (i) as shall be selected by the Company and as shall be reasonably acceptable to the holders of a majority-in-interest 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). 



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        2.2.    Piggy-Back Registration.    



        2.2.1.    Piggy-Back Rights.    If at any time on or after the date the Company consummates an initial
business combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders
of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or
directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms,
(iii) for an exchange offer or offering of securities solely to the Company's existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the
Company, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then the
Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) business days before the
anticipated filing date, which notice shall describe the amount and type 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 (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of
Registrable Securities as such holders may request in writing within five (5) business days following receipt by such holder of such notice (a "Piggy-Back
Registration"). Subject to Section 2.2.2., the Company shall include in such Registration Statement 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 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. If the offering pursuant to a
Piggy-Back 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
commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such Piggy-Back Registration. 


        2.2.2.    Reduction of Offering.    If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an Underwritten Offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the holders
of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as 



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to
which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then
the Company shall include in any such registration: 



        (a)   If
the registration is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of
Common Stock or other securities, if any, comprised of Registrable Securities, pro rata, as to which registration has been requested pursuant to this Section 2.2, that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons, pro
rata, and that can be sold without exceeding the Maximum Number of Shares; and 



        (b)   If
the registration is a "demand" registration undertaken at the demand of Persons other than the holders of Registrable Securities, (A) first, the shares of
Common Stock or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if
any, comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to this Section 2.2, that can be sold without exceeding the Maximum Number of Shares;
and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the
account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata, that can be sold without exceeding the Maximum Number of
Shares. 




        2.2.3.    Withdrawal.    Any holder of Registrable Securities may elect to withdraw such holder's request for
inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by
Persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any
such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3. 




        2.3.    Registrations on Form S-3.    



        (a)    Filing.    The holders of Registrable Securities may at any time and from time to time, request in writing that
the Company register the resale of any or all of such Registrable Securities on Form S-3 or any 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 



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Securities
as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such
request as are 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 2.3: (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 and such other securities
(if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to
Section 2.1. 



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        (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 actions 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 2.3(b). 




3.    REGISTRATION PROCEDURES.    



        3.1.    Filings; Information.    Whenever the Company is required to effect the registration of any Registrable
Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as reasonably practicable, and in connection with any such request: 



        3.1.1.    Filing Registration Statement.    The Company shall, as expeditiously as reasonably possible, prepare and
file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the
sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to
become and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty
(30) calendar days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration
relates, in each case if the Company shall furnish to the holders a certificate signed by the Chairman of the Board or Chief Executive Officer of the Company stating that, in the good faith judgment
of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further, however,
that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration
hereunder. 


        3.1.2.    Copies.    The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or
supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders' legal counsel, copies of such Registration Statement as proposed to
be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such
Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders
may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders. 


        3.1.3.    Amendments and Supplements.    The Company shall use best efforts to prepare and file with the Commission
such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration 



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Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty
(180) calendar days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such
securities have been withdrawn. 


        3.1.4.    Notification.    After the filing of a Registration Statement, the Company shall as soon as reasonably
practical, notify the holders of Registrable Securities included in such Registration Statement of such filing and the managing Underwriter or Underwriters, and shall further notify such holders and
such managing Underwriter or Underwriters and, if requested, confirm such advice in writing, in all events as soon as reasonably practical after the occurrence of any of the following: (i) when
such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened
issuance by the Commission of any stop order (and the Company shall use best efforts to take all actions required to prevent the entry of such stop order or to remove it if entered); and
(iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an
event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, except in the case of registration under Section 2.2; the Company shall furnish to
the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance
of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus
or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object. 



        3.1.5.    State Securities Laws Compliance.    The Company, on or prior to the date on which the applicable
Registration Statement is declared effective, shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or
"blue sky" laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) or
Underwriter, if any, or their respective counsel may reasonably request in writing and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may
be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject
itself to taxation in any such jurisdiction. 


        3.1.6.    Cooperation.    The principal executive officer of the Company, the principal financial officer of the
Company, the principal accounting officer of the Company, and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related 



10







 




documents,
and participation in meetings with Underwriters, attorneys, accountants and potential investors. 



        3.1.7.    Records.    The Company shall make available for inspection by the holders of Registrable Securities
included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant, or other professional retained by any
holder of Registrable Securities included in such Registration Statement or any Underwriter, all 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, and cause the Company's officers, directors, and employees to supply all information requested by any of them in connection with such Registration
Statement. 


        3.1.8.    Opinions and Comfort Letters.    The Company shall furnish to each holder of Registrable Securities included
in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter dated the effective date of the
Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the applicable 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 and (ii) any comfort letter from the Company's independent public accountants delivered to any Underwriter in
customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter or Underwriters reasonably request. In the event no legal opinion is delivered
to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of
counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect. 


        3.1.9.    Earnings Statement.    The Company shall comply with all applicable rules and regulations of the Commission
and the Securities Act, and make available to its stockholders, as soon as reasonably practicable but not more than fifteen (15) months after the effective date of the Registration Statement,
an earnings statement which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 



        3.1.10.    Listing.    The Company shall use its best efforts to cause all Registrable Securities included in any
registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the holders of a majority-in-interest of the Registrable Securities included in such registration and on
each inter-dealer quotation system on which any of the Company's securities of such class are then quoted. 



        3.1.11.    Withdrawal of Stop Order.    The Company shall 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. 


        3.1.12.    CUSIP Number.    The Company shall, not later than the effective date of the applicable Registration
Statement, provide a CUSIP number for all Registrable Securities and 



11







 




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. 


        3.1.13.    NASD.    The Company shall 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 National Association of
Securities Dealers. 


        3.1.14.    Transfer Agent.    The Company shall 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. 


        3.1.15.    Road Show.    The Company shall, 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. 




        3.2.    Underwritten Offerings.    



        3.2.1.    Underwriting Agreements.    If requested by the Underwriters for any Underwritten Offering requested by
holders pursuant to Sections 2.1 or 2.3, 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-in-interest 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 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 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. 


        3.2.2.    Price and Underwriting Discounts.    In the case of an Underwritten Offering requested by holders pursuant
to Sections 2.1 or 2.3, 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-in-interest of such class of Registrable Securities. In the case of any Underwritten Offering pursuant to Section 2.2, 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 2.3 after being advised of such price,
discount and other terms. 


        3.2.3.    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. 



12







 





        3.3.    Obligation to Suspend Distribution.    Upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3.1.4(iii) or 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, 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, such 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 in the case of Section 3.1.4(iv) until such holder receives the
supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of "insiders" to transact in the Company's securities is removed, as applicable, 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, each such 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 most recent prospectus covering such Registrable Securities at the time of 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 3.1.4(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 


        3.4.    Registration Expenses.    The Company shall bear all costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2. 1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to
Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, including, without limitation: (i) all registration and filing fees and
any other fees and expenses associated with filings required to be made with the SEC; (ii) fees and expenses of compliance with securities or "blue sky" laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses, 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) the
Company's internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the
Registrable Securities as required by Section 3.1.11; (vi) National Association of Securities Dealers fees; (vii) fees and disbursements of counsel for the Company and fees and
expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to
Section 3.1.9);
(viii) the fees and disbursements not to exceed $150,000 of any special experts retained by the Company in connection with such registration; (ix) the reasonable fees and expenses of one
legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration; and (x) Securities Act liability insurance
if the Company so desires. The Company shall have no obligation to pay any other costs or expenses in the course of the transactions contemplated hereby, including underwriting discounts or selling
commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an
Underwritten Offering, all selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering. 


        3.5.    Information.    The holders of Registrable Securities shall provide such information as may reasonably be
requested by the Company, or the managing Underwriter, if any, in connection with the 


13







 



preparation
of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company's obligation to comply with federal and applicable state securities laws. The Company shall have the right to exclude any holder that does not
comply with the preceding sentence from the applicable registration. 


4.    INDEMNIFICATION AND CONTRIBUTION.    


        4.1.    Indemnification by the Company.    The Company agrees to indemnify and hold harmless to the extent permitted
by law each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys, and agents, and each
person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each,
an "Investor Indemnified Party"), from and against any expenses (including reasonable costs of investigation and legal expenses), losses, claims,
damages, or liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto), whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon
any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be
liable in any such case to the extent that any such expense, loss, claim, damage, or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates,
directors, partners, members, and agents on substantially the same basis as that of the indemnification provided above in this Section 4.1. 


        4.2.    Indemnification by Holders of Registrable Securities.    Each selling holder of Registrable Securities will
severally and not jointly, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify
and hold harmless to the fullest extent permitted by law the Company, each of its directors, officers, employees, and agents and each Person who controls the Company within the meaning of the
Securities Act, against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and legal expenses) whether joint or several, insofar as such
losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue
statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon
any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, to the extent and only to the extent that the
statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the
Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action. Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net
proceeds actually received by such selling holder. 


14







 



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. 


        4.3.    Conduct of Indemnification Proceedings.    Promptly after receipt by any person of any notice of any loss,
claim, damage, or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the "Indemnified
Party") shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
"Indemnifying Party") in writing of the loss, claim, judgment, damage, liability, or action; provided, however, that the failure by the Indemnified
Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the
extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party,
then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense
thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the
right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by the Indemnifying Party based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case, if
the Indemnified Party notifies the Indemnifying Party in writing that such Indemnified Party 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 Indemnified Party). 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 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. 


15








 



        4.4.    Contribution.    



        4.4.1. If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party or insufficient to hold it harmless in respect
of any loss, claim, damage, liability, or action referred to herein, then each such 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 loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability, or action, as well as any other relevant equitable considerations. The relative
fault of any Indemnified Party and any Indemnifying Party 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 such Indemnified Party or such Indemnifying Party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. 


        4.4.2. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party
as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of
Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually
received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. 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 4, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 4.1 and 4.2 hereof without regard to the relative fault of said
Indemnifying Parties or Indemnified Party. 




5.    UNDERWRITING AND DISTRIBUTION.    


        5.1.    Rule 144.    The Company covenants that it shall 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. 


6.    NO INCONSISTENT AGREEMENTS; ADDITIONAL RIGHTS.    



        6.1.  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. 


7.    MISCELLANEOUS.    


        7.1.    Term.    This Agreement shall terminate upon earlier of (a) the tenth anniversary of the date of this
Agreement or (b) the date as of which (i) 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 (ii) the holders are permitted to sell their Registrable Securities under Rule 144(k) under the
Securities Act (or any similar provision then 


16







 



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 4 and Section 5 shall survive
any termination. 


        7.2.    Assignment; No Third Party Beneficiaries.    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 transfer or assignment shall be binding upon or
obligate the Company to any such assignee unless and until the Company shall have received written notice of such transfer or 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 7.2 shall be null and void. This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the
Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in
Article 4 and this Section 7.2. 


        7.3.    Notices.    All notices, demands, requests, consents, approvals or other communications (collectively,
"Notices") required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be either
personally served, delivered by reputable air courier service with charges prepaid guaranteeing overnight delivery, or transmitted by hand delivery, telegram, telex, facsimile, or by mailing in the
same sealed envelope, or registered first-class mail, postage prepaid, return receipt requested addressed as set forth below, or to such other address as such party shall have specified most recently
by written notice. Notice shall be deemed given (i) on the date of delivery if personally served, (ii) when receipt is acknowledged in writing by addressee, if transmitted by telegram,
telex or facsimile, provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day, and
(iii) five (5) business days after having been deposited in the mail, postage prepaid, if mailed by first-class mail. Notice otherwise sent as provided herein shall be deemed given on
the next business day
following timely delivery of such notice to a reputable air courier service with an order for next-day delivery, provided, however, that notice of a change in address shall be effective
only upon receipt. 


        If
to the Company: 



Prospect
Acquisition Corp.

695 East Main Street

Stamford, Connecticut 06901

Attention: David A. Minella

Fax No.: (203) 656-0051 




        with
a copy to: 



Bingham
McCutchen LLP

399 Park Avenue

New York, NY 10022

Attention: Floyd I. Wittlin

Fax No.: (212) 752-5378 




        If
to an Investor, to the addressee and address set forth on the signature page hereto. 


        7.4.    Severability.    This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid
and enforceable. 


17







 



        7.5.    Counterparts.    This Agreement may be executed in multiple counterparts, each of which shall be deemed an
original, and all of which taken together shall constitute one and the same instrument. 



        7.6.    Entire Agreement.    This Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written. 


        7.7.    Modifications and Amendments.    No amendment, modification or termination of this Agreement shall be binding
upon any party unless executed in writing by such party 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 7.7 whether or not such Registrable Securities shall
have been marked accordingly. 


        7.8.    Titles and Headings.    Titles and headings of sections of this Agreement are for convenience only and shall
not affect the construction of any provision of this Agreement. 



        7.9.    Waivers and Extensions.    Any party to this Agreement may waive any right, breach or default which such party
has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers
may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any
obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts. 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. 


        7.10.    Governing Law.    



        (a)   This
Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to
be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other
jurisdiction. 


        (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. 



[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 


18









   
        IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. 



	 	 	PROSPECT ACQUISITION CORP.
	

 	
 	

By:	
 	

 

	 	 	Name:	 	David A. Minella
	 	 	Title:	 	Chief Executive Officer
	 	 	Address for Notice:	695 Main Street

Stamford, CT 06901

Tel: 203-363-0885

Fax:
	

 	
 	
INVESTORS:
	

 	
 	
FLAT RIDGE INVESTMENTS LLC
	

 	
 	

By:	
 	

 

	 	 	Name:	 	David A. Minella
	 	 	Title:	 	Managing Member
	 	 	Address for Notice:	814 Hollow Tree Ridge Road

Darien, CT 06820

Tel: 203-656-0246

Fax:
	

 	
 	
LLM STRUCTURED EQUITY FUND L.P.
	

 	
 	

By:	
 	

 

	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	Address for Notice:	265 Franklin Street

20th Floor

Boston, MA 02110
	

 	
 	
LLM INVESTORS L.P.
	

 	
 	

By:	
 	

 

	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	Address for Notice:	265 Franklin Street

20th Floor

Boston, MA 02110
	 	 	 	 	 	 





19







 

	

 	
 	
CAPITAL MANAGEMENT SYSTEMS, INC.
	

 	
 	

By:	
 	

 

	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	Address for Notice:	308 E. Lancaster Ave.

Suite 300

Wynnewood, PA 19096
	

 	
 	

 
 Michael Castine
	 	 	Address for Notice:	14 Larkspur Lane

Greenwich, CT 06831
	

 	
 	
SJC CAPITAL, LLC
	

 	
 	

By:	
 	

 

	 	 	Name:	 	William Crengros
	 	 	Title:	 	 
	 	 	Address for Notice:	31975 Peppertree Bend

San Juan Capistrano, CA 92675
	

 	
 	

 
 Michael Downey
	 	 	Address for Notice:	2 Parsons Lane

Rochester, NY 14610
	

 	
 	

 
 James Cahill
	 	 	Address for Notice:	3 Kimberly Drive

Redding, CT 06896
	

 	
 	

 
 Daniel Gressel
	 	 	Address for Notice:	55 Cedar Cliff Road

Greenwich, CT 06878




20







SCHEDULE I  


FOUNDERS COMMON SHARES: 



	Investor
 
	 	Founders' Common Stock

	Flat Ridge Investments LLC	 	3,863,281
	LLM Structured Equity Fund L.P.	 	1,742,155
	LLM Investors L.P.	 	35,553
	Capital Management Systems, Inc.	 	444,427
	Michael Castine	 	158,724
	SJC Capital LLC	 	158,724
	Michael Downey	 	158,724
	James Cahill	 	467,188
	Daniel Gressel	 	158,724
	
Total	
 	
7,187,500





SPONSORS' WARRANTS: 



	Sponsor
 
	 	Sponsors' Warrants

	Flat Ridge Investments LLC	 	3,150,000
	LLM Structured Equity Fund L.P.	 	1,646,400
	LLM Investors L.P.	 	33,600
	Capital Management Systems, Inc.	 	420,000
	
Total	
 	
5,250,000













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Exhibit 10.11

REGISTRATION RIGHTS AGREEMENT