Dated as of June 27, 2008 STANDARD PACIFIC CORP.

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Definitions

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Corporate Governance

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Standstill Provisions

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Restrictions on Transfers of Capital Stock; Required Repurchases

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Prohibited Acquisitions and Circumstances Permitting Acquisitions

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Legends; Securities Law Compliance

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Registration Rights

8

Miscellaneous

Size of Board. Upon the First Closing (as defined in the Investment Agreement), the authorized number of directors on the Board shall be eleven (11), subject to increase or decrease by the Board from time-to-time, in accordance with the Charter, the Bylaws and this Agreement, provided that the Board shall use its reasonable best efforts to have an authorized number of directors that is an odd number. Upon the Company Shareholder Approval, the Board shall only have one (1) class.

Subject to compliance with the requirements of Section 2.2.4, upon the First Closing, the members of the Board shall elect and appoint up to three (3) persons designated by the Investor to the Board as Investor Directors. Thereafter until the Company Stockholder Approval, and subject to Section 2.2.5, the Investor shall be entitled to designate three (3) persons for nomination at each meeting of the Company’s stockholders held for the election of directors.

Subject to compliance with the requirements of Section 2.2.4, from and after the Company Stockholder Approval, so long as the Investor, together with its Affiliates, owns total voting power of Voting Stock representing at least ten percent (10%) of the total voting power of Voting Stock (which for this purpose shall not include Voting Stock that the Investor or its Affiliates have the right to acquire), the Investor shall be entitled to designate such number of directors (rounded up to the nearest whole person) to serve on the Board as would be proportionate to the total voting power of Voting Stock beneficially owned by the Investor, together with its Affiliates (each director designated by the Investor, including the directors initially designated pursuant to Section 2.2.1, an “Investor Director”); provided that the Investor Directors shall never exceed one person less than a majority of the directors then-serving on the Board. Upon the Company Stockholder Approval, the members of the Board shall elect and appoint to the Board the additional Investor Directors designated by the Investor and shall do so by filling a vacancy on the Board by either having then-serving members of the Board (other than Investor Directors) resign or by increasing the authorized number of directors on the Board.

The Company shall cause the nomination of each Investor Director (to the extent that such Investor Director would be up for election at such time) in connection with any subsequent proxy statement or information statement pursuant to which the Company intends to solicit stockholders with respect to the election of directors and to have the Board recommend in connection with such subsequent proxy statement or information statement that the stockholders of the Company vote for the election of each Investor Director up for election at such time.

The election and appointment of each Investor Director shall be subject to all legal requirements and the Company’s reasonable governance standards regarding service as a director of the Company and to the reasonable approval of the Nominating and Corporate Governance Committee of the Board; provided that the Company shall use reasonable efforts to seek such approval in a reasonably prompt manner and in no event later than the next regularly scheduled meeting of such committee following the delivery of notice from the Investor to the Company designating an Investor Director. In addition, unless otherwise approved by a majority of the Non-Management Independent Directors, no Investor Director shall be an officer or director of (i) any Person that competes to any significant extent with the business of the Company or its Subsidiaries in the geographic areas in which they operate, (ii) another company that has a class of equity securities registered with the SEC and that is engaged in substantial homebuilding or land development activities within the United States, or (iii) a company that does not have a class of equity securities registered with the SEC and that has annual revenues (in its most recently completed fiscal year) from homebuilding and land development activities within the United States of more than $200 million; provided, that, no manager, member, partner, employee, or consultant of or to any of the MatlinPatterson Entities shall be excluded from serving as an Independent Director solely due to the fact that such manager, member, partner, employee, or consultant is Affiliated or associated with the MatlinPatterson Entities.

If prior to the end of the term of any member of the Board that is an Investor Director, a vacancy in the office of such director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled by the Investor with another Investor Director, and the Investor shall have the right to replace any Investor Director, at any time, with or without cause.

From and after the Company Stockholder Approval, upon the Investor and its Affiliates ceasing to beneficially own the percentage of the total voting power of Voting Stock required to entitle the Investor to designate, pursuant to Section 2.2.2, the number of Investor Directors then so designated, the Company may request that the requisite number of Investor Directors then-serving on the Board resign as directors, and the

Investor shall cause such Investor Directors to resign immediately from the Board, so that the number of Investor Directors shall equal the number that the Investor is then entitled to designate under Section 2.2.2. A majority of the Independent Directors shall have the right to fill any vacancy resulting therefor.

Each committee of the Board (other than the Audit Committee or any committee of Independent Directors formed to consider any Investor Transaction) shall contain at least one (1) Investor Director and such additional number as may be agreed by the Independent Directors and the Investor. Notwithstanding the foregoing, any executive or similar committee of the Board shall contain such numbers of the Investor Directors so that the number of Investor Directors on such committee shall be as nearly as possible proportional to the total number of Investor Directors on the Board; provided that the Investor Directors shall never exceed one person less than a majority of the directors then-serving on such committee.

The board of each Subsidiary (and committees thereof, if any) of the Company shall contain up to one (1) Investor Director.

The Investor shall use its reasonable best efforts to take and cause to be taken all necessary action to elect to the Board the Independent Directors nominated by the Nominating and Governance Committee; provided that the Investor and its Affiliates shall vote any Voting Stock beneficially owned by the Investor and its Affiliates, in favor of or withhold authority for such nominees in the same proportion as all of the stockholders of the Company (other than the Investor and its Affiliates) vote their shares of Voting Stock at any special or annual meeting of stockholders of the Company or in connection with any other vote relating to the election of directors.

To the extent that the Board does not have a majority of independent directors, as defined under the NYSE Listed Company Manual, then the Investor shall replace one of the Investor Directors on the Board with a person meeting the requirements of an independent director under such NYSE rules to enable the Company to comply with such rules. For the avoidance of doubt, the Company shall not be required to remove the Chief Executive Officer from the Board to comply with such NYSE rules.

To the extent that any committee of the Board (A) is required hereunder to include one or more Investor Directors on such committee, and (B) such committee is required under the NYSE Listed Company Manual to be

comprised solely of independent directors, as defined under the NYSE Listed Company Manual, if there are insufficient Investor Directors who are independent and otherwise eligible and available to be a member of such committee, then the Investor shall either (i) waive its right to have Investor Directors on such committee, to the extent that such Investor Directors are ineligible to be a member of such committee, or shall replace one or more of the Investor Directors with persons meeting the requirements of an independent director under such NYSE rules to enable the Company to comply with such rules.

Quorum. The quorum required for the transaction of business by the Board shall include at least one (1) Investor Director, so long as at least one (1) Investor Director is serving on the Board, provided, however, that a meeting of the Board shall not require the presence of an Investor Director to constitute a quorum for such meeting in the event that each of the Investor Directors shall have failed to attend a duly called Board meeting relating to the same subject matter and such meeting is adjourned and each of the Investor Directors shall have failed to attend the duly adjourned Board meeting, which is at least two (2) Business Days thereafter and the Independent Directors have received notice of such adjournment as would be required for a separately called meeting.

Amendments. Neither the Charter nor the Bylaws shall be amended in a manner inconsistent with the terms of this Agreement without the consent of the Investor.

Corporate Opportunities. It is understood and accepted by the parties that the Investor Directors and the Investor, and their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees, may have interests in other business ventures which may be in conflict with the activities of the Company and its Subsidiaries and that, subject to applicable law and the provisions of Section 2.2.4, nothing in this Agreement shall limit the respective current or future business activities of the Investor Directors and the Investor, or any of their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees, whether or not such activities are competitive with those of the Company and its Subsidiaries; provided, however, that the Investor Directors and the Investor shall remain subject to the obligations concerning Confidential Information set forth in this Agreement. Each of the parties acknowledges that corporate and investment opportunities may from time to time come to the attention of the Investor Directors and the Investor, and their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees. Subject to the provisions of the Charter, and the continued compliance by the Investor Directors and the Investor, and their Affiliates, with the obligations concerning Confidential Information set forth in this Agreement, the Company on its own behalf and on behalf of each of its Subsidiaries renounces such opportunities, provided that such opportunities came to the attention of such Persons other than as a result of their position with the Company or that of their Affiliates with the Company, and acknowledges (i) that the

Company and its Subsidiaries have no interest in any of such activities of the Investor Directors or the Investor, or those of their respective Affiliates, or those of their respective officers, directors, managers, stockholders, members, partners or employees, (ii) that the Investor Directors and the Investor, and their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees, are not obligated to present such opportunities to the Company or its Subsidiaries and (iii) that the Investor Director and the Investor, and their respective Affiliates, and their respective, officers, directors, managers, stockholders, members, partners or employees, may invest in and, except for Investor Directors, may serve on boards of directors or similar governing bodies of Persons competing with Company or its Subsidiaries or Persons that have a material economic relationship with the Company or its Subsidiaries. Nothing in this Agreement, express or implied, shall relieve any officer or director of the Company or any of its Subsidiaries, including the Investor Directors, of any fiduciary duty or other duties or obligations they may have to the Company’s and/or such Subsidiaries’ stockholders.

Preapproval. Except as expressly permitted hereunder, notwithstanding anything to the contrary herein, any proposed Investor Transaction, other than the Transaction, must be pre-approved by a majority of the Non-Management Independent Directors.

make, initiate, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Voting Stock in any way that is inconsistent with the provisions of this Agreement or with the recommendations of the Board with respect to such matter, except as approved by the Independent Directors;

become or induce or attempt to induce any Person to become a “participant” in any “election contest” (as such terms are defined or used in Regulation 14A promulgated under the Exchange Act) in opposition to a Board slate of the Company nominated by the Board;

call, or in any way participate in a call for, any special meeting of stockholders of the Company;

request, or take any action to obtain or retain any list of holders of any securities of the Company;

initiate or propose the approval of one or more shareholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or

attempt to induce any other Person to initiate or propose any shareholder proposal with respect to the Company;

except in accordance with Section 2, seek election to or seek to place a representative on the Board or except in connection with the termination of an executive employment contract seek the removal of any member of the Board;

(i) solicit, seek to effect, encourage, negotiate with or provide non-public information to any other Person with respect to, (ii) make any statement or proposal, whether written or oral, to the Board or any director or officer of the Company with respect to or (iii) otherwise make any public announcement or proposal whatsoever with respect to, any form of Business Combination (with any Person), involving the Company, or any extraordinary dividend or liquidation of the Company, or the acquisition of a substantial portion of the equity securities or assets of the Company or any Subsidiary of the Company; provided, however, that the foregoing shall not (x) apply to any discussion between or among the Investor and the Company or any of their respective Affiliates, officers, employees agents or representatives or (y) in the case of clause (ii) above, be interpreted to limit the ability of the Investor, or any Investor Director to make any such statement or proposal or to discuss any such proposal with any officer or director of or advisor of the Company or advisor to the Board unless, in either case, it would reasonably be expected to require the Company to make a public announcement regarding such discussion, statement or proposal;

form, join or in any way participate in or encourage the formation of a Group with respect to any Voting Stock, other than a Group consisting solely of the Investor, the Company and their Affiliates; except in connection with an Acquisition Proposal in accordance with Section 5, provided, that, neither the Investor nor its Affiliates shall in any case form, join or participate in or encourage the formation of any Group of which the members, together with all of such members’ respective Affiliates, will, together with the Investor and its Affiliates, beneficially own at least fifty percent (50%) or more of the total Voting Stock;

enter into a short position with respect to Capital Stock or grant any option to purchase or acquire any right to dispose of for value of any shares of Capital Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Capital Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Capital Stock;

except in compliance with Section 4.2.1, deposit any Voting Stock into a voting trust or subject any such Voting Stock to any arrangement or agreement with respect to the voting thereof, other than any such trust, arrangement or agreement (i) the only parties to, or beneficiaries of, which are the Investor, the Company or their Affiliates and (ii) the terms of which do not require or permit any party thereto to act in a manner inconsistent with this Agreement;

publicly disclose any intention, plan or arrangement inconsistent with the terms of this Agreement, or make any such disclosure privately if it would reasonably be expected to require the Company to make a public announcement regarding such intention, plan or arrangement;

except in connection with a transaction in compliance with Section 5.1 or Section 5.2, make any filing public with any Governmental Authority, including the SEC, or make any other public statement that the Investor or its Affiliates, individually or together, own more than 49% of the voting power of the Voting Stock, or that is otherwise inconsistent with this Agreement;

except as approved by the Independent Directors, take any action or solicit any action by written consent with respect to any Voting Stock, other than a written consent solely executed under Section 12(b) of the Company’s certificate of designations for the Senior Preferred Stock or Section 12(b) of the Company’s certificate of designations for the Junior Preferred Stock;

except as specifically permitted by this Agreement (including through action of the Investor Directors in their capacity as members of the Board, or, except as otherwise specifically required by this Agreement, voting shares of Voting Stock, in the sole discretion of the Investor), otherwise act to control or influence the Company or its management, Board, policies or affairs; or

request the Board to waive any of the obligations of the Investor set forth in the foregoing.

Restrictions on Transfers of Capital Stock; Required Repurchases

Prior to the earlier of (i) the second anniversary of the closing of the Rights Offering, or (ii) March 15, 2011, the Investor shall not, and shall cause its Affiliates to not, Transfer, directly or indirectly, any Capital Stock, except for a Transfer to any Permitted Affiliate which expressly agrees in writing with the Company to be bound by this Agreement, and if such Permitted Affiliate shall thereafter no longer be a Permitted Affiliate of the Investor, then such Affiliate shall Transfer such Capital Stock that was the subject of such Transfer back to the Investor or a then Permitted Affiliate of the Investor; provided, that the Investor shall not be prohibited from “net exercising” the Warrant in accordance with its

terms, and in connection with such exercise, if such exercise is a mandatory conversion under the terms of the Warrant, the Investor may transfer an amount of Capital Stock received upon exercise to any Person, who is not a Permitted Affiliate of the Investor, in a cash sale in an amount equal to any taxes that the Investor may incur upon exercise of the Warrant, so long as such Transfer otherwise complies with Section 4.2.

From and after the earlier of (i) the second anniversary of the closing of the Rights Offering, or (ii) March 15, 2011, the Investor shall not, and shall cause its Affiliates to not, Transfer, directly or indirectly, any Capital Stock, except for a Transfer that complies with any of the following subsections:

to any Permitted Affiliate;

to any Person such that, after such Transfer, such Person, together with its Affiliates, will not beneficially own voting power of Voting Stock constituting fifteen percent (15%) or more of the total voting power of Voting Stock;

in a bona fide pledge of such Capital Stock to a financial institution to secure borrowings as permitted by applicable laws, rules and regulations;

to underwriters in connection with an underwritten public offering of such Capital Stock on a firm commitment basis registered under the Securities Act pursuant to which the sale of such Capital Stock will be in a manner to effect a broad distribution;

to the Company or one of its wholly-owned Subsidiaries; or

to any Person in connection with an Acquisition Proposal consummated with any Person, who (i) is not an Affiliate of the Investor and which Acquisition Proposal is approved by a majority of the Board, or (ii) a Surviving Company Merger, in which the Investor and its Affiliates and the other non-affiliated public company shareholders all hold the same relative proportion of interests in the surviving company as they did in the Company prior to the Surviving Company Merger.

Mechanics of Transfer Following any Transfer of Capital Stock permitted under this Agreement, the transferring holder of such Capital Stock shall promptly provide the Company a notice with respect to the Transfer in the form attached hereto as Exhibit A. Any Affiliate or Permitted Affiliate of the Investor at the time of any Transfer which at any time thereafter is no longer a Permitted Affiliate or an Affiliate of the Investor, as applicable, shall also notify the Company accordingly by giving the Company such notice.

Repurchase Transaction If (i) the Company intends to repurchase, redeem or otherwise acquire any shares of its Capital Stock (a “Repurchase Transaction”); (ii) at such time, the Investor, together with its Affiliates, is the beneficial owner

of forty nine percent (49%) or less of the total voting power of the Voting Stock; and (iii) in giving effect to such Repurchase Transaction, the Investor would be the beneficial owner, together with its Affiliates, of more than forty nine percent (49%) of the total voting power of the Voting Stock, then immediately prior to the consummation of such Repurchase Transaction, the Company shall repurchase such number of shares of Capital Stock beneficially owned by the Investor (or any Affiliate designated by Investor) at the same price per share (on an as-converted to Common Stock basis, if applicable) to be paid to the other stockholders in such Repurchase Transaction, so that the Investor, together with its Affiliates, would be the beneficial owner of forty nine percent (49%) or less of the total voting power of the Voting Stock immediately following the consummation of such Repurchase Transaction.

Confidential Information

The Investor covenants and agrees that it shall keep all confidential information relating to the Company that it receives in its capacity as either a stockholder of the Company or in connection with its rights under this Agreement, and information received from the Investor Directors (such information, “Confidential Information”) confidential, not use such information in any manner that is adverse to the interests of the Company or its Subsidiaries, and not disclose such information to any third party without the written consent of the Company unless the Confidential Information is:

already in the possession of the Investor or its Affiliates as at the date of this Agreement, other than pursuant to a confidentiality agreement with the Company;

already in possession of the public or becomes available to the public other than through any act or omission of the Investor or its Affiliates in violation of this Agreement;

required to be disclosed under any applicable law or by any governmental order, decree, regulation or rule or is requested by any Governmental Authority having jurisdiction over the Investor or its Affiliates or in connection with any legal proceedings, subject to compliance with the provisions of Section 4.5.2; or

acquired independently from a third party that represented that it has the right to disseminate such information at the time it is acquired by the Investor or its Affiliates without restriction.

In the event that the Investor is requested or required (by deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) pursuant to law, regulation or a listing agreement with a securities exchange to

disclose any of the Confidential Information, it shall provide the Company with prompt written notice of any such request or requirement so that the Company may, if time permits, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Investor is nonetheless legally compelled to disclose Confidential Information to any tribunal or securities exchange or else stand liable for contempt or suffer other censure or penalty, the Investor may, without liability hereunder, disclose to such tribunal or securities exchange only that portion of the Confidential Information that it reasonably believes is legally required to be disclosed; provided that the Investor exercises its reasonable efforts to preserve the confidentiality of such Confidential Information.

The Investor and the Investor Directors may disclose the Confidential Information without the Company’s prior written consent to the Investor and its Affiliates and to any of Investor’s or its Affiliates’ employees, officers and directors (or persons performing a similar function), professional consultants or agents, subject to confidentiality undertakings by such Persons receiving the Confidential Information, and who need to know such information for a purpose reasonably related to the Investor or Investor Director’s interest as a stockholder or director of the Company, as applicable. In any event, the Investor or the Investor Director, as applicable, shall be responsible for any breach of this Agreement by such Persons to which it discloses Confidential Information.

Notwithstanding anything herein to the contrary, but subject to Section 4.5.5, the Investor or its Affiliates may disclose, with reasonable advance notice to the Company, any Confidential Information to a potential purchaser of Capital Stock beneficially owned by the Investor or its Affiliates if such potential purchaser executes a confidentiality agreement with such selling stockholder in a form reasonably satisfactory to the Company (which among other things shall provide third party beneficiary rights in favor of the Company to enforce the terms thereof),

Notwithstanding anything herein to the contrary, under no circumstances shall the Investor or its Affiliates disclose any Confidential Information to any competitors of the Company or its Subsidiaries or any Affiliates of such competitors.

Amendments to Certain Documents The Company shall not, without the prior consent of the Investor, amend or modify (i) its Rights Plan to lower the threshold upon which the rights thereunder are separated or distributed, to beneficial ownership of less than fifteen percent (15%) of the Voting Stock, or (ii) its Certificate of Incorporation to become subject to “interested stockholder” or “business combination” provisions at a threshold of beneficial ownership of less than fifteen percent (15%) of the Voting Stock.

Prohibited Acquisitions and Circumstances Permitting Acquisitions

an Acquisition Proposal by the Investor or its Affiliates that is approved by at least a majority of the Non-Management Independent Directors; or

an Acquisition Proposal that is a merger or consolidation that is approved by (i) the Board of Directors, including at least one Non-Management Independent Director, and (ii) at a special or annual meeting of stockholders, by the affirmative vote of at least a majority of the voting power of Voting Stock not beneficially owned by the Investor or its Affiliates.

Legends; Securities Law Compliance

Each certificate representing Capital Stock that is restricted stock as defined in Rule 144 under the Securities Act shall bear the following legend:

Each certificate representing Capital Stock that is subject to this Agreement shall bear the following legend:

Certificates representing Capital Stock shall bear any other legends required by applicable state law. When any Capital Stock has been registered under the Securities Act, and such Capital Stock has been sold pursuant to such registration or pursuant to Rule 144 under the Securities Act or is eligible to be sold pursuant to such Rule without volume limitations or other restrictions, the holder of such Capital Stock shall be entitled to exchange the certificate representing such Capital Stock for a certificate not bearing the legend required by Section 6.1. If any Capital Stock ceases to be subject to this Agreement, the holder of such Capital Stock shall be entitled to exchange the certificate representing such Capital Stock for a certificate not bearing the legend required by Section 6.2. The Investor agrees that, in addition to complying with the restrictions on Transfer set forth elsewhere in this Agreement, the Investor and its Affiliates will not directly or indirectly Transfer any Capital Stock (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Capital Stock) in violation of the Securities Act, applicable state securities or “blue sky” laws or any rules or regulations thereunder.

Registration Rights

Shelf Registration

Demand Registration

Limitations on Demand Registrations

Restrictions on Registrations

Selection of Underwriters

Priority on Demand Registrations

The Company will not include in any Demand Registration by means of an underwritten offering pursuant to this Section 7 any securities that are not Registrable Securities, without the prior written consent of the Investor. If the managing underwriters advise the Company that in their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, Registrable Securities of any Holder on whose behalf the Investor has submitted a Registration Request, (ii) second, Registrable Securities of any other Holder who has delivered written requests for registration pursuant to Section 7.2, pro rata on the basis of the aggregate number of Registrable Securities owned by each such Person, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement

Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 7 if the Company, within ten (10) days of the receipt of the request of the Investor, gives notice of its bona fide intention to effect the filing of a registration statement or prospectus supplement to a shelf registration statement with the SEC within forty five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities).

Piggyback Registrations

Whenever the Company proposes to register any of its Common Stock in connection with a public offering of such securities solely for cash, other than a registration pursuant to Section 7.2 or on Form S-4 or Form S-8 (or successor form), and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities of the same class as being sold by the Company, the Company will give prompt written notice to the Holders of its intention to effect such a registration (but in no event less than ten (10) days prior to the anticipated filing date) and, subject to Section 7.7.4, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the date of the Company’s notice (a “Piggyback Registration”). Any such Holder

that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving prompt written notice to the Company and the managing underwriter, if any, on or before the fifth (5^th) Business Day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 7.7.1 prior to the effectiveness of such registration, whether or not the Holders have elected to include Registrable Securities in such registration.

If the registration referred to in Section 7.7.1 is proposed to be underwritten, the Company will so advise the Holders as a part of the written notice given pursuant to Section 7.7.1. In such event, the right of the Holders to registration pursuant to this Section 7.7 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting, and each such Person will (together with the Company and the other Persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any participating Holder disapproves of the terms of the underwriting, such Person may promptly elect to withdraw therefrom by written notice to the Company and the managing underwriter.

If a Piggyback Registration relates to an underwritten offering, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to Sections 7.7.1, pro rata on the basis of the aggregate number of such securities or shares owned by each such Holder, and (iii) third, any other securities of the Company that have been requested to be so included.

Registration Procedures

prepare and file with the SEC a Registration Statement with respect to such Registrable Securities, make all required filings with the National Association of Securities Dealers and the Financial Industry Regulatory Authority and thereafter use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable and to remain effective as provided herein; provided that before filing a Registration Statement or any amendments or supplements thereto, the Company will, at the Company’s expense, furnish or otherwise make available to the Holders’ Counsel copies of all such documents proposed to be filed and such other documents reasonably requested by such counsel, which documents will be subject to review and reasonable comment of such counsel at the Company’s expense, including any comment letter from the SEC with respect to such filing or the documents incorporated by reference therein, and if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s financial books and records, officers, accountants and other advisors;

prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period of either (A) not less than (i) six (6) months, (ii) if such Registration Statement relates to an underwritten offering, such longer period as, based upon the opinion of counsel for the underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (iii) continuously in the case of shelf registration statements and any shelf registration statement shall be re-filed upon its expiration (or in each case such shorter period ending on the date that the securities covered by such shelf registration statement cease to constitute Registrable Securities) or (B) such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act), and cause the related prospectus to be supplemented by any prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act;

furnish to each participating Holder, and each managing underwriter, if any, such number of copies, without charge, of such Registration

Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, any other prospectus (including any prospectus filed under Rule 424, Rule 430A or Rule 430B under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act), all exhibits and other documents filed therewith and such other documents as such Holder or such managing underwriter may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by such Holder, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other Governmental Authority relating to such offer;

register or qualify (or exempt from registration or qualification) such Registrable Securities, and keep such registration or qualification (or exemption therefrom) effective, under such other securities or blue sky laws of such United States jurisdictions as any participating Holder reasonably requests and do any and all other acts and things that may be reasonably necessary or reasonably advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

notify each participating Holder, the Holders’ Counsel and the managing underwriter(s), if any, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event that makes any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents and, as soon as reasonably practicable (but subject to the delay provisions of Section 7.4), prepare and furnish to such Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of any prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statement therein, in light of the circumstances in which they were made, not misleading;

notify each participating Holder, the Holders’ Counsel and the managing underwriter(s), if any, (i) when such Registration Statement or the prospectus or any prospectus supplement or post-effective amendment has

been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for such purpose, to the extent that it is aware of such proceedings, (iv) if at any time the representations and warranties of the Company contained in any underwriting agreement contemplated by Section 7.8.11 below cease to be true and correct in any material respect, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;

upon the occurrence of an event contemplated in Section 7.8.5 or in Section 7.8.6(ii), 7.8.6(iii), 7.8.6(iv) or 7.8.6(v) (but subject to the delay provisions of Section 7.4), prepare a supplement or amendment to the Registration Statement or supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that such prospectus as thereafter delivered to the participating Holders will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

cause all such Registrable Securities, other than the Warrant, to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, or use its commercially reasonable efforts to cause all such Registrable Securities, other than the Warrant, to be listed on the New York Stock Exchange or the NASDAQ stock market, as determined by the Company;

provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;

enter into such customary agreements (including underwriting agreements and, subject to Section 7.12, lock-up agreements in customary form, and including provisions with respect to indemnification and contribution in customary form) and take all such other customary actions as the participating Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, making members of management and executives of the Company available to participate in “road show,” similar sales events and other marketing activities; provided that the Company shall not be required to make members of management and executives of the Company

so available for more than five consecutive days or more than 10 days in any 365 day period);

in connection with any underwritten offering, make such representations and warranties to the participating Holders and the managing underwriter(s), if any, with respect to the business of the Company and the Company Subsidiaries, and the Registration Statement, prospectus, and documents incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by the issuer in underwritten offerings, and, if true, make customary confirmations of the same if and when requested;

if requested by any participating Holder, or the managing underwriter(s), if any, promptly include in a prospectus supplement or amendment such information as the Holder or managing underwriter(s), if any, may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request;

in the case of certificated Registrable Securities, cooperate with the participating Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each Holder that that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or managing underwriters, if any, may request at least two business days prior to any sale of such Registrable Securities;

make available for inspection by any participating Holders and the Holders’ Counsel, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Holder or underwriter, to the extent reasonably requested and solely for conducting customary due diligence, all financial and other records, pertinent corporate documents and documents relating to the business of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement, provided that it shall be a condition to such inspection and receipt of such information that the inspecting person (i) enter into a confidentiality agreement in form and substance reasonably satisfactory to the Company and (ii) agree to minimize the disruption to the Company’s business in connection with the foregoing;

otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and any applicable national securities exchange;

timely provide to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use every commercially reasonable effort to promptly obtain the withdrawal of such order;

in connection with any underwritten offering, obtain one or more comfort letters, addressed to the underwriters, if any, dated the effective date of such Registration Statement and the date of the closing under the underwriting agreement for such offering, signed by the Company’s independent public accountants (and if necessary, any other independent certified public accountants of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as such underwriters shall reasonably request;

in connection with any underwritten offering, provide legal opinions of the Company’s counsel, addressed to the underwriters, if any, dated the date of the closing under the underwriting agreement, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto as the underwriter shall reasonably request in customary form and covering such matters of the type customarily covered by legal opinions of such nature; and

obtain any required regulatory approval necessary for the Holders to sell their Registrable Securities in an offering, other than regulatory approvals required solely as a result of the nature of the Holder.

Registration Expenses

Except as otherwise provided in this Agreement, all expenses incidental to the Company’s performance of or compliance with this Agreement,

including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, word processing, duplicating and printing expenses, messenger, telephone and delivery expenses, expenses incurred in connection with any road show, and fees and disbursements of counsel for the Company and all independent certified public accountants and other persons retained by the Company (all such expenses, “Registration Expenses”), will be borne by the Company. The Company will, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit or quarterly review, the expenses of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which they are required to be listed hereunder. The Holders of the securities so registered shall pay all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder and any other Registration Expenses required by law to be paid by a selling holder pro rata on the basis of the amount of proceeds from the sale of their shares so registered.

In connection with each Demand Registration and each Piggyback Registration, the Company will reimburse the Holders participating in such registration for the reasonable fees and disbursements of one counsel (“Holders’ Counsel”).

Participation in Underwritten Registrations

No Holder may participate in any registration hereunder that is underwritten unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in the underwriting arrangements in customary form entered into pursuant to this Agreement (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided, that no such Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided, that such Holder shall not be required to make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a Registration Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter(s) by such Holder, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate with such reasonable requests, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, the liability

of any Holder participating in such an underwritten registration shall be limited to an amount equal to the amount of gross proceeds attributable to the sale of such Person’s Registrable Securities.

Each Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7.4, 7.8.5 and 7.8.6, such Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Holder receives copies of a supplemented or amended prospectus as contemplated by such Section 7.8.5, 7.8.6 and 7.8.7. In the event the Company gives any such notice, the applicable time period mentioned in Section 7.8.2 during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 7.10.2 to and including the date when each Holder of a Registrable Security covered by such Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 7.8.5, 7.8.6 and 7.8.7.

Rule 144

Holdback

Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

in writing in English;

delivered by hand, fax, registered post or by courier using an internationally recognized courier company.

Notices to the Company shall be sent to at the following address, or such other person or address as the Company may notify to the Investor from time to time:

Notices to the Investor shall be sent to at the following address, or such other person or address as the Investor may notify to the Company from time to time:

Notices shall be effective upon receipt and shall be deemed to have been received:

at the time of delivery, if delivered by hand, registered post or courier; and

at the expiration of two hours after completion of the transmission, if sent by facsimile, provided that if a Notice would become effective under the above provisions after 5.30 p.m. on any Business Day, then it shall be deemed instead to become effective at 9.30 a.m. on the next Business Day. References in this Agreement to time are to local time at the location of the addressee as set out in the Notice.

Termination

Governing Law

Submission to Jurisdiction

Waiver of Jury Trial

Severability

Remedies

Entire Agreement

Amendment and Waiver

Successors and Assigns

No Third-Party Beneficiaries

Counterparts

Transfer of __________________ shares of Senior Preferred Stock.

Transfer of __________________ shares of Junior Preferred Stock.

Transfer of __________________ shares of Common Stock.

Date of Transfer: __________________

The shares identified above were transferred to a Permitted Affiliate of the Investor.

The shares identified above were transferred to an Affiliate of the Investor.

The shares identified above were transferred to a Person which is not an Affiliate of the Investor in compliance with Section 4.1 or Section 4.2 of the Stockholders Agreement.

The undersigned is currently an Affiliate of the Investor.

The undersigned is providing this Notice to notify the Company that it is no longer a Permitted Affiliate of the Investor. (If this box is checked, please provide the information requested below)

The undersigned lost the status of a Permitted Affiliate of the Investor on (enter date) __________________

The undersigned is providing this Notice to notify the Company that it is no longer an Affiliate of the Investor. (If this box is checked, please provide the information requested below)

The undersigned lost the status of an Affiliate of the Investor on (enter date) __________________

The undersigned sold the shares identified above pursuant to a registration statement filed under the Securities Act of 1933 (the “Securities Act”).

The undersigned sold the shares identified above pursuant to Rule 144 under the Securities Act.