Common use of Amendments to Registration Rights Agreement Clause in Contracts

Amendments to Registration Rights Agreement. (i) Amendment to Section 1.5(c)(i). Effective as of the date hereof, Section 1.5(c)(i) of the Registration Rights Agreement is hereby amended by substituting the following in replacement thereof: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 with respect to which a holder of Eligible Securities has a right to participate has become effective, such holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution of shares of the same class of equity securities of the Company offered in such underwritten registration, or any securities convertible into or exchangeable or exercisable for shares of such class of equity securities, including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force), except as part of such underwritten registration." (ii) Amendment to Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii) of the Registration Rights Agreement is hereby amended by deleting the following clause: "The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause with the following: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective as of the date hereof, Section 1.3(a) of the Registration Rights Agreement shall be amended such that after the words " ...before filing such registration statement or any amendments thereto," the following parenthetical shall be inserted: "(for purposes of this subsection, amendments shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act)".

Amendments to Registration Rights Agreement. (a) From and after the date of this Amendment, the parties agree that the terms “Stockholder” and “Stockholders” used in the Registration Rights Agreement shall mean (i) Amendment the stockholders or warrantholders of the Company identified on the signature page to the Registration Rights Agreement and the signature page to this Amendment, (ii) any person or entity that is assigned rights, or becomes a party to the Registration Rights Agreement, pursuant to Section 1.5(c)(i). Effective as 1.11 of the Registration Rights Agreement. (b) From and after the date hereofof this Amendment, the parties agree that the term “Tontine Stockholders” used in the Registration Rights Agreement shall mean, collectively, (i) Tontine Capital, Tontine Overseas and TCP 2 and (ii) any person or entity that directly or indirectly controls, is controlled by, or is under common control with, Tontine Capital, Tontine Overseas or TCP 2 that is assigned rights, or becomes a party to the Registration Rights Agreement, pursuant to Section 1.5(c)(i1.11 of the Registration Rights Agreement. (c) The definition of “Registrable Securities” set forth in Section 1.1(h) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows: “The term “Registrable Securities” means (i) the shares of Common Stock acquired by substituting the following in replacement thereof: "During the ten days before and the 90 days after any underwritten registration Tontine Stockholders (A) pursuant to Section 1.1 or 1.2 a certain Stock Purchase Agreement dated September 13, 2005, between the Company and Tontine Capital, (B) pursuant to a certain Securities Purchase Agreement, dated April 10, 2007, among the Company, Tontine Capital and TMF, (C) pursuant to a certain Securities Purchase Agreement, dated March 10, 2008, among the Company, Tontine Capital and TMF, (D) in connection with respect to which a holder the registered rights offering completed by the Company on June 26, 2008, (E) from other Tontine Stockholders in connection with reallocations of Eligible Securities has a right to participate has become effective, such holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution ownership of shares among such Tontine Stockholders, (F) in open-market transactions by the Tontine Stockholders prior to the date of the same class Amended and Restated Registration Rights Agreement, and (G) in any manner on and after the date of equity the Amended and Restated Registration Rights Agreement, (ii) any securities of the Company offered in acquired by the holders from time to time upon exercise of the warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares”) issued pursuant to a certain Warrant Agreement, dated December 11, 2008, among the Company and such underwritten registrationholders, (iii) any securities of the Company acquired by the holders from time to time upon exercise of warrants issued on the date hereof or at any time hereafter pursuant to a certain Secured Senior Subordinated Note and Warrant Purchase Agreement (the “Warrant Purchase Agreement”), dated March 31, 2011, among the Company, TCP 2 and Northcreek Mezzanine Fund I, L.P. (“Northcreek”) (the “2011 Warrant Shares”), and (iv) any other shares of the Company’s Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i), (ii), or (iii) (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that the foregoing definition shall exclude in all cases any securities convertible into or exchangeable or exercisable for shares Registrable Securities (x) which are effectively registered under the Securities Act and disposed of in accordance with a Registration Statement covering such class of equity securitiesshares, including a sale (y) which have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in forcerule or regulation hereafter adopted by the SEC (“Rule 144”), except as part of such underwritten registration." or (iiz) Amendment to Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii) of the Registration Rights Agreement is hereby amended which are no longer beneficially owned by deleting the following clause: "The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause with the following: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective as of the date hereof, Section 1.3(a) of the Registration Rights Agreement shall be amended such that after the words " ...before filing such registration statement or any amendments thereto," the following parenthetical shall be inserted: "(for purposes of this subsection, amendments shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act)".Holder;”

Amendments to Registration Rights Agreement. (ia) Amendment to Section 1.5(c)(i). Effective as of the date hereof, Section 1.5(c)(i) of the Registration Rights Agreement is hereby amended by substituting the following in replacement thereof: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 with respect to which a holder of Eligible Securities has a right to participate has become effective, such holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution of shares of the same class of equity securities of the Company offered in such underwritten registration, or any securities convertible into or exchangeable or exercisable for shares of such class of equity securities, including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force), except as part of such underwritten registration." (ii) Amendment to Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii) of the Registration Rights Agreement is hereby amended by deleting the following clause: "The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause with the following: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective as of the date hereof, Section 1.3(a4(a) of the Registration Rights Agreement shall be amended and restated in its entirety as follows: (a) The parties acknowledge that as of the date of this Amendment, the Company has filed a Registration Statement on Form S-3 covering the resale of the Warrants and the Warrant Shares and a Registration Statement on Form S-1 relating to the Principal Shares and Interest Shares. The parties agree that on or before the date specified in clause (c) of Sections 7.1 and 9.1 of the Unit Purchase Agreement, as amended, the Company will file an amendment to its Registration Statement on Form S-1 to cover the resale of the Principal Shares and Interest Shares to be issued by the Company in payment of the October 31, 2003 quarterly payment due on the Notes, and that thereafter, the Company shall file in subsequent quarters such that after additional registration statements (individually, a “Registration Statement,” and collectively, the words " ...before “Registration Statements”) as provided in Sections 7.1 and 9.1 of the Unit Purchase Agreement. No later than five Trading Days prior to the anticipated effective date of each such Registration Statement, the Company shall provide copies of same to the Holders or their counsel, and shall provide the Holders with copies of any comment letters received from the Commission with respect thereto within five Trading Days of receipt thereof. “The Company shall use diligent best efforts to cause each Registration Statement to become effective within 60 days from the date of filing thereof. Each such registration statement or any amendments thereto," Registration Statement shall include all of the following parenthetical Registrable Securities then issued and not covered by a previously filed Registration Statement, to the extent permitted by the rules and interpretations of the Commission as then in effect, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Holders and its transfer agent of the effectiveness of a Registration Statement within five Trading Days of such event.” (b) Section 4(c) of the Registration Rights Agreement shall be inserted: "(for purposes of this subsection, amendments shall not be deemed to include any filing that amended by deleting the Company is required to make pursuant to the Exchange Act)"third sentence thereof.

Amendments to Registration Rights Agreement. (i) Amendment to Section 1.5(c)(i). Effective as of the date hereof, Section 1.5(c)(i) of the The Registration Rights Agreement is hereby amended as follows: (1) The definition of “Registrable Securities” is hereby amended and restated as follows: “Registrable Securities” means (i) Shares held by substituting any Person party to this Agreement as of the following in replacement thereof: "During the ten days before and the 90 days after date of this Agreement, including any underwritten registration pursuant to Section 1.1 amendment thereto, (ii) Shares issued or 1.2 issuable with respect to which any Shares held by any Person party to this Agreement as of the date of this Agreement, including any amendment thereto, by way of a holder share dividend or share split or in connection with a combination of Eligible shares, recapitalization, merger, consolidation or reorganization or otherwise, (iii) the Management Investor Shares, if any, that the Corporation elects to issue to the Management Investors in order to settle any Redemption Exchange Value (as such term is defined in the LLC Agreement) pursuant to the LLC Agreement, and (iv) Shares issued or issuable with respect to the Management Investor Shares issued pursuant to the LLC Agreement as described in clause (iii) above by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization or otherwise. As to any particular Registrable Securities has other than (with respect to the demand rights in Section 2.1) Shares held by a right to participate has become effectiveBPEA Permitted Holder, such holder of Eligible securities shall cease to be Registrable Securities agrees when (i) they have been distributed to the public pursuant to a registration or have been otherwise sold or transferred by becoming a holder of such Eligible Securities not any Holder, as applicable, except to effect any public sale or distribution of shares of the same class of equity securities of the Company offered Permitted Holder in such underwritten registrationaccordance with Article 7, or any securities convertible into or exchangeable or exercisable for shares of such class of equity securities, including a sale (ii) they may be sold pursuant to Rule 144 under the Securities Act without restriction on the basis of volume limitations; provided that (or x) the Shares held by Xxxxxx that will be considered Registrable Securities will not exceed 2,721,295 Shares as provided in the Xxxxxx Agreement and (y) all Shares held by any similar provision then in force), except as part of such underwritten registration." (ii) Amendment to Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii) of the Registration Rights Agreement is hereby amended by deleting the following clause: "The Company agrees not to effect BPEA Permitted Holder at any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause with the following: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective as of the date hereof, Section 1.3(a) of the Registration Rights Agreement shall time will be amended such that after the words " ...before filing such registration statement or any amendments thereto," the following parenthetical shall be inserted: "(considered Registrable Securities for purposes of this subsection, amendments shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act)".Section

Amendments to Registration Rights Agreement. (i) Amendment to Section 1.5(c)(i). Effective as The Company and the Buyers hereby agree that: a. Recital C. of the date hereofRegistration Rights Agreement is deleted in its entirety, and the following is hereby substituted therefor: “[Intentionally Deleted]”; b. The definition of “Registrable Securities” in Section 1.5(c)(i1(k) of the Registration Rights Agreement is hereby amended by substituting modified in its entirety to read as follows: “‘Registrable Securities’ means (i) the following in replacement thereof: "During Closing Securities, (ii) the ten days before and the 90 days after any underwritten registration Interest Shares issued pursuant to Section 1.1 the Debentures, and (iii) any share capital of the Parent issued or 1.2 issuable with respect to which the Closing Securities or the Interest Shares as a holder result of Eligible Securities has a right to participate has become effectiveany share split, such holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale share dividend, recapitalization, exchange or distribution of shares of the same class of equity securities of the Company offered in such underwritten registration, similar event or any securities convertible into or exchangeable or exercisable for shares of such class of equity securities, including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force), except as part of such underwritten registrationotherwise."” (ii) Amendment to c. Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii2(a)(4) of the Registration Rights Agreement is hereby amended by deleting deleted in its entirety, and the following clauseis hereby substituted therefor: "“[Intentionally Deleted]”. d. The Company agrees not to effect any public sale or distribution first sentence of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause with the following: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective as of the date hereof, Section 1.3(a2(d) of the Registration Rights Agreement shall is modified in its entirety to read as follows: NYK 1161317-13.079338.0012 “If (i) a Registration Statement covering all of the Registrable Securities required to be amended such that covered thereby and required to be filed by Parent pursuant to this Agreement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the words " ...before filing Effective Date sales of all of the Registrable Securities required to be included on such registration statement Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any amendments thereto," holder by reason of any such delay in or reduction of its ability to sell the following parenthetical shall be inserted: "underlying shares of Common Stock (for purposes of this subsection, amendments which remedy shall not be deemed exclusive of any other remedies available at law or in equity), Parent shall pay to include each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to 1.5% of the aggregate purchase price allocable to such Investor’s Registrable Securities included in such Registration Statement for each thirty day period (pro rated for periods totaling less than thirty days) following such Effectiveness Failure or Maintenance Failure, based on a purchase price of $0.50 per share of Registrable Securities, as adjusted for any filing that the Company is required to make pursuant to the Exchange Act)"stock splits, reverse stock splits, combinations or other similar actions.”

Amendments to Registration Rights Agreement. (i) Amendment to Section 1.5(c)(i). Effective as of the date hereof, Section 1.5(c)(i) of the The Registration Rights Agreement is hereby amended by substituting as follows: (a) Section 2(a) is hereby amended and restated in its entirety to read as follows: Shelf Registration. At any time and from time to time, if the following Holder or Holders of the then Registrable Stock propose to dispose of at least twenty-five percent (25%) of the then Registrable Stock (such Holder or Holders being herein called the "Initiating Holders"), the Initiating Holders may request the Corporation in replacement thereof: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 with respect to which a holder of Eligible Securities has a right to participate has become effective, such holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not writing to effect any public sale or distribution such Registration, stating the number of shares of the same class Registrable Stock to be disposed of equity securities by such Initiating Holders (which shall be not less than twenty-five percent (25%) of the Company offered in then Registrable Stock). Any such underwritten registration, or any securities convertible into or exchangeable or exercisable for shares Registration will be a registration of such class of equity securities, including a sale delayed and continuous offering pursuant to Rule 144 415 under the Securities Act (or a "Shelf Registration"). Upon receipt of such request, the Corporation will give prompt written notice thereof to all other Holders whereupon such other Holders shall give written notice to the Corporation and the Initiating Holders within fifteen (15) days after receipt of the Corporation's notice (the "Notice Period") if they propose to dispose of any similar provision then in forceshares of Registrable Stock pursuant to such Registration, stating the number of shares of Registrable Stock they propose to dispose of pursuant thereto, which number shall, subject to the provisions hereof, be allocated on a pro rata basis to any offerings and sales of Registrable Stock made pursuant to the Shelf Registration. Subject to Section 4(c), except as part the Corporation will use its best efforts to effect promptly after the Notice Period (but in any event within sixty (60) days following receipt of the request for Registration) the Registration under the Act of all the shares of Registrable Stock specified in the requests of the Initiating Holders and the requests of such underwritten registrationother Holders, notice of which is respectively subject, however, to the limitations set forth in Section 4. The Corporation shall take all necessary actions, at its expense, to permit each offer and sale of Registrable Stock requested by the Initiating Holders (including the offer and sale of any shares of Registrable Stock of such other Holders) within three (3) Business Days of receipt of written request therefor, or as soon thereafter as is reasonably practicable and without unreasonable expense, prior to the expiration of the Shelf Registration as provided in Section 3(b)." (iib) Amendment to Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii2(b) of the Registration Rights Agreement is hereby amended by deleting the following clause: "The Company agrees not and restated in its entirety to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause with the following: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective read as of the date hereof, Section 1.3(a) of the Registration Rights Agreement shall be amended such that after the words " ...before filing such registration statement or any amendments thereto," the following parenthetical shall be inserted: "(for purposes of this subsection, amendments shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act)".follows:

Amendments to Registration Rights Agreement. (i) Amendment Effective upon the Merger Closing, all of the Xxxx Shares shall constitute “Registrable Securities” and shall be subject to Section 1.5(c)(iregistration under the Registration Rights Agreement, as amended pursuant to the terms of this Agreement (and to the extent the 2000 Shares were otherwise originally covered by the 2000 Registration Rights Agreement, the Company acknowledges that such shares shall be covered by the Registration Rights Agreement, as amended pursuant to the terms of this Exchange Agreement, in lieu of being covered under the 2000 Registration Rights Agreement). Effective as Without limiting the generality of the date hereofforegoing, Section 1.5(c)(i1(a) of the Registration Rights Agreement is hereby amended by substituting the following to read in replacement thereofits entirety as follows: "During the ten days before “Securities Purchase Agreement. The Company and the 90 days after any underwritten registration Security Holder entered into that certain Securities Purchase Agreement dated as of November 22, 1999 (the “First Securities Purchase Agreement”), pursuant to Section 1.1 which the Company issued an aggregate of 1,142,857 shares (the “Initial Shares”) of the common stock of the Company, par value $.001 per share (the “Common Stock”), to the Security Holder (together with its successors, assigns or 1.2 transferees, the “Holders”). In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has entered into an agreement (the “1999 Warrant Agreement”) whereby the Company has issued to the Security Holder warrants (the “1999 Warrants”) exercisable for an aggregate of 350,000 shares of Common Stock (the “1999 Warrant Shares”). The number of 1999 Warrant Shares is subject to adjustment upon the occurrence of stock splits, reverse stock splits, stock dividends, combinations, reclassifications, recapitalizations, reorganizations, and similar events (collectively, “Adjustment Events”) occurring after the date hereof, as set forth in the 1999 Warrant Agreement. In addition, pursuant to that certain Securities Purchase Agreement dated June 27, 2000 (the “Interim Securities Purchase Agreement”), the Company issued to the Security Holder 136,363 shares of Common Stock (the “2000 Shares”). Further, the Company and the Security Holder entered into that certain Securities Purchase Agreement dated as of October 16, 2001 (the “Subsequent Securities Purchase Agreement,” and together with respect the First Securities Purchase Agreement and the Interim Securities Purchase Agreement, the “Securities Purchase Agreements”) pursuant to which the Company issued to the Security Holder a holder Subordinated Secured Convertible Note (the “Convertible Note”) the terms of Eligible Securities has which provide that the Security Holder may, at its election, convert all or a right to participate has become effective, such holder portion of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution of the outstanding principal and interest into shares of Common Stock (the same class “Conversion Shares”). The number of equity securities Conversion Shares is subject to adjustment upon the occurrence of any Adjustment Events occurring after the date hereof, as set forth in the terms of the Convertible Note. On June 4, 2004, the Company offered in such underwritten registrationand the Security Holder entered into that certain Exchange Agreement, or any securities convertible into or exchangeable or pursuant to which the Company has issued to the Security Holder an agreement (the “2004 Warrant Agreement” and, together with the 1999 Warrant Agreement, the “Warrant Agreements”) whereby the Company has issued to the Security Holder warrants (the “2004 Warrants” and, together with the 1999 Warrants, the “Warrants”) exercisable for an aggregate of 4,981,754 shares of such class Common Stock (the “2004 Warrant Shares” and, together with the 1999 Warrant Shares, the “Warrant Shares”). The number of equity securities2004 Warrant Shares is subject to adjustment upon the occurrence of any Adjustment Event occurring after the date hereof, including a sale pursuant to Rule 144 under as set forth in the Securities Act (or any similar provision then in force), except as part of such underwritten registration2004 Warrant Agreement."” (ii) Amendment The Registration Rights Agreement is amended to include all definitions set forth in the amended text of Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii1(a) of the Registration Rights Agreement is as described above, and all references in the Registration Rights Agreement to the defined terms previously included in Section 1(a) thereof are hereby amended by deleting the following clause: "The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause replaced with the following: "During defined terms set forth in the ten days before and the 90 days after any underwritten registration pursuant to amended text of Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective as of the date hereof, Section 1.3(aa) of the Registration Rights Agreement shall be amended such that after the words " ...before filing such registration statement or any amendments thereto," the following parenthetical shall be inserted: "(for purposes of this subsection, amendments shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act)"as described above.

Amendments to Registration Rights Agreement. (ia) Amendment Article I of the Registration Rights Agreement is amended by adding at the beginning thereof a new definition as follows: “‘Additional Purchasers’ means Tontine Partners, L.P., a Delaware limited partnership, Tontine Overseas Fund, Ltd., a Cayman Islands exempted company, and Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership, each of which purchased shares of Common Stock pursuant to Section 1.5(c)(i). Effective that certain Securities Purchase Agreement with the Company dated as of August 22, 2007 (the date hereof, Section 1.5(c)(i“Additional SPA”).”. (b) The definition of “Designated Holders” set forth in Article I of the Registration Rights Agreement is hereby amended by substituting deleting it in its entirety and replacing it with the following in replacement thereoffollowing: "During “‘Designated Holders’ means the ten days before Purchasers, the Additional Purchasers and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 with respect to which a holder of Eligible Securities has a right to participate has become effective, such holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution of shares qualifying transferees of the same class of equity securities Designated Holders under Section 3.1 hereof who hold Registrable Securities.”. (c) Clause (a) (i) of the Company offered definition of “Effectiveness Date” set forth in such underwritten registration, or any securities convertible into or exchangeable or exercisable for shares Article I of such class of equity securities, including the Registration Rights Agreement is hereby amended by deleting he reference to “the 300th day following the Closing Date” and replacing it with a sale pursuant reference to Rule 144 under “180 days from the Securities Act (or any similar provision then in force), except as part of such underwritten registrationFiling Date”." (iid) Amendment to Section 1.5(c)(ii). Effective as Clause (a) of the date hereof, Section 1.5(c)(ii) definition of “Filing Date” set forth in Article I of the Registration Rights Agreement is hereby amended by deleting the reference to “180 days following clause: "The the Closing Date” and replacing it with “no later than July 19, 2008; provided that if prior to July 19, 2008, the Company agrees not shall file a registration statement for the purpose of registering shares to effect any public sale be offered in a rights offering, the Company shall file the initial Registration Statement prior to or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any contemporaneously with the filing of such securities during rights offering registration statement”. (e) Clause (i) of the ten days before definition of “Registrable Securities” is hereby amended by deleting it in its entirety and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause it with the following: "During “shares of Common Stock acquired by the ten days before Purchasers from the Company pursuant to the Securities Purchase Agreement, shares of Common Stock purchased on the Closing Date from certain stockholders of the Company pursuant to the Founders Securities Purchase Agreement, shares of Common Stock acquired by the Purchasers and the 90 days after any underwritten registration Additional Purchasers pursuant to Section 1.1 or 1.2 has become effectivethe Additional SPA and so long as this Agreement is still in effect, the Company agrees not to effect any public sale or distribution of other shares of Common Stock acquired by the same class of equity securities offered in such underwritten registrationPurchasers and the Additional Purchasers on or after the Closing Date, or securities convertible into or exchangeable or exercisable for including, without limitation, any shares of such class Common Stock acquired upon the conversion of equity securities"the senior subordinated promissory notes purchased pursuant to the Additional SPA and any shares of Common Stock acquired pursuant to any rights offering conducted by the Company.”. (iiif) Amendment The Registration Rights Agreement is hereby amended by deleting the reference to “Purchasers” in the definition of “Registration Statement” and Sections 3.1, 3.2 and 4.2 thereof and replacing it with a reference to “Designated Holders”. (g) Section 1.3(a). Effective as of the date hereof, Section 1.3(a) 4.6 of the Registration Rights Agreement shall be is hereby amended such that after by deleting the words " ...before filing such registration statement or any amendments thereto," the following parenthetical shall be inserted: "(for purposes of this subsection, amendments shall not be deemed reference there to include any filing that the Company is required to make pursuant to the Exchange Act)"“Purchaser” and replacing it with “Purchasers and Additional Purchasers”.