REGISTRATION RIGHTS AGREEMENT by and among WINN-DIXIE STORES, INC. and THE HOLDERS NAMED HEREIN

Exhibit 4.1

by and among

▇▇▇▇-▇▇▇▇▇ STORES, INC.

and

THE HOLDERS NAMED HEREIN

Dated as of December 5, 2006

Table of Contents


			Page
1.	Definitions		1
2.	Securities Act Registration on Request.		4
3.	Piggyback Registration.		5
4.	Expenses.		6
5.	General.		7
	(a)	Registration of Other Securities.	7
	(b)	Registration Statement Form.	7
	(c)	Effective Registration Statement.	7
	(d)	Selection of Underwriters.	8
	(e)	Priority in Requested Registration.	8
	(f)	Registration Procedures.	8
6.	Underwritten Offerings.		13
	(a)	Requested Underwritten Offerings	13
	(b)	Piggyback Underwritten Offerings: Priority.	13
	(c)	Selling Holders to be Parties to Underwriting Agreement.	15
	(d)	Holdback Agreements.	15
7.	Preparation: Reasonable Investigation.		16
	(a)	Registration Statements.	16
	(b)	Confidentiality.	17
8.	Postponements and Suspensions.		17
	(a)	Postponements and Suspensions.	17
	(b)	Withdrawal Right; Expenses	18
	(c)	Certain Exceptions.	18
	(d)	Limitation.	18
9.	Indemnification.		18
	(a)	Indemnification by the Company.	18
	(b)	Indemnification by the Offerors and Sellers.	19
	(c)	Notices of Losses, etc.	20
	(d)	Contribution.	20
	(e)	Indemnification Payments.	21
	(f)	Other Indemnification.	21
	(g)	Survival.	21
10.	Registration Rights to Others.		21
11.	Rule 144.		22
12.	Amendments and Waivers.		22
13.	Nominees for Beneficial Owners.		22
14.	Assignment.		22
15.	Calculation of Percentage or Number of Shares of Registrable Common Stock.		23
16.	Notice of Registrable Common Stock Holdings.		23
17.	Termination of Registration Rights.		23
18.	Applicability of Charter and By-laws.		23
19.	Miscellaneous.		24
	(a)	Further Assurances	24


		Page
(b)	Headings.	24
(c)	Remedies.	24
(d)	Submission to Jurisdiction.	24
(e)	Waiver of Jury Trial.	24
(f)	Service of Process.	25
(g)	Entire Agreement.	25
(h)	Notices.	25
(i)	Governing Law.	26
(j)	Severability.	26
(k)	Counterparts.	26

SCHEDULES:

SCHEDULE A – HOLDERS OF REGISTRABLE COMMON STOCK

SCHEDULE B – NOTICES

iii

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of December 5, 2006 (this “Agreement”), by and among ▇▇▇▇-▇▇▇▇▇ Stores, Inc., a Florida corporation (the “Company”), and the holders of Registrable Common Stock (as hereinafter defined) who are listed on Schedule A to this Agreement (the “Original Holders”) and such other Persons who may become a party hereto pursuant to Section 14 hereof (together with the Original Holders, the “Holders”).

This Agreement is being entered into in connection with the acquisition of Common Stock (as hereinafter defined) by the “Original Holders” pursuant to the Plan (as hereinafter defined). Upon the issuance of the Common Stock pursuant to the Plan, each Original Holder will own shares of Common Stock of the Company, an estimate of which is set forth with respect to such Original Holder in Schedule A hereto.

As provided for in the Plan, the Company is herewith agreeing to register Registrable Common Stock (as hereinafter defined) under the Securities Act (as hereinafter defined) and to take certain other actions with respect to the Registrable Common Stock, subject to the terms and conditions of this Agreement.

In consideration of the premises and the mutual agreements set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Unless otherwise defined herein, capitalized terms used herein and in the recitals above shall have the following meanings:

“Affiliate” of a Person means any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such other Person. For purposes of this definition, “control” means the ability of one Person to direct the management and policies of another Person, directly or indirectly through one or more intermediaries whether through the ownership of voting securities, by contract or otherwise.

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

“Automatic Shelf Registration Statement” shall mean a registration statement filed by a Well-Known Seasoned Issuer which shall become effective upon filing thereof pursuant to General Instruction I.D for Form S-3.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to be closed.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the shares of common stock, par value $0.001, of the Company, as adjusted to reflect any merger, consolidation, recapitalization, reclassification, split-up, stock dividend, rights offering or reverse stock split made, declared or effected with respect to the Common Stock.

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

“Company Indemnitee” has the meaning set forth in Section 9(a) hereof.

“Effective Date” means the effective date of the Plan pursuant to the terms thereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar or successor statute.

“Expenses” means all expenses incident to the Company’s performance of or compliance with its obligations under this Agreement, including, without limitation, (i) all registration, filing, listing, stock exchange and NASD fees and expenses (including, without limitation, all fees and expenses of any “qualified independent underwriter” required by the rules of the NASD), (ii) all fees and expenses of complying with state securities or blue sky laws (including the reasonable fees, disbursements and other charges of counsel for the underwriters in connection with blue sky filings), (iii) all word processing, duplicating and printing expenses, messenger, telephone and delivery expenses, (iv) all rating agency fees, (v) the fees, disbursements and other charges of counsel for the Company and of its independent public accountants, including the expenses incurred in connection with “cold comfort” letters required by or incident to such performance and compliance, (vi) the reasonable fees, disbursements and other charges of one firm of counsel and one firm of accountants to the Holders selling shares of Registrable Common Stock under such registration statement pursuant to Section 2 or Section 3 hereof (selected by the Holders holding a majority of the shares of Registrable Common Stock covered by such registration), (vii) premiums and other costs of policies of insurance against liabilities arising out of a Public Offering of the Registrable Common Stock being registered, and (viii) any fees and expenses of any special experts retained by the Company in connection with such registration, and the fees and expenses of other persons retained by the Company, including any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding in all events underwriting discounts and commissions and applicable transfer taxes in respect of shares of Registrable Common Stock covered by such registration, if any, which fees, discounts, commissions and transfer taxes shall be borne by the Selling Holder or Selling Holders of Registrable Common Stock in all cases; provided, however, that in no event shall the Company have the obligation to pay Expenses in excess of $50,000 in the aggregate per registration statement for the matters contained in clauses (vi) and (vii) above.

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

“Holder Indemnitee” has the meaning set forth in Section 9(b) hereof.

“Initiating Request” has the meaning set forth in Section 2 hereof.

“Loss” and “Losses” have the meanings set forth in Section 9(a) hereof.

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

“Offering Documents” has the meaning set forth in Section 9(a) hereof.

“Original Holders” has the meaning set forth in the preamble hereto.

“Permitted Securities” means Common Stock or other capital stock of the Company issued after the Effective Date in connection with equity investments in the Company or its subsidiaries or acquisitions for which the Company’s board of directors has approved the granting of registration rights.

“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint stock company, trust, unincorporated organization, governmental or regulatory body or subdivision thereof or other entity.

“Piggyback Requesting Holder” has the meaning set forth in Section 3 hereof.

“Plan” means the Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code for the Company and certain of its domestic subsidiaries, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

“Public Offering” means a public offering and sale of Common Stock pursuant to an effective registration statement under the Securities Act.

“Registrable Common Stock” means any shares of the Common Stock issued pursuant to the Plan and owned by the Holders from time to time, including shares of Common Stock acquired by a Holder in privately negotiated transactions subsequent to the Effective Date, but excluding shares of Common Stock acquired by a Holder subsequent to the Effective Date in transactions effected on a national securities exchange or in the over-the-counter market, provided, however, that a share of Common Stock will cease to be Registrable Common Stock if (a) a registration statement covering such share of Common Stock has been declared effective by the Commission and such share of Common Stock has been sold or disposed of pursuant to such effective registration statement, (b) such share of Common Stock has been sold or disposed of pursuant to Rule 144 (or any successor rule) under the Securities Act, (c) such share of Common Stock is eligible for resale pursuant to Rule 144 and the Holder thereof does not then beneficially own more than 1% of such class of securities, (d) such share of Common Stock has been Transferred to a Person who is not (and does not become as a result of such Transfer) a Holder, (e) such share of Common Stock is held by the Company or any of its subsidiaries, or (f) such share of Common Stock ceases to be outstanding.

“Requesting Holder” means one or more Holders which, together with their Affiliates, collectively beneficially own Registrable Common Stock representing at least 5% of the shares of Common Stock issued pursuant to the Plan.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar or successor statute.

“Selling Holders” means the Holders of that have requested that some or all of their shares of Registrable Common Stock be registered pursuant hereto.

“Transfer” means any transfer, sale, assignment, pledge, hypothecation or other disposition of any interest. “Transferor” and “Transferee” have correlative meanings.

“Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 under the Act.

2. Securities Act Registration on Request.

At any time and from time to time, a Requesting Holder may make a written request (the “Initiating Request”) to the Company for the registration with the Commission under the Securities Act of all or part of such Requesting Holder’s Registrable Common Stock, which Initiating Request shall specify the number of shares to be disposed of by such Requesting Holder and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 2, the Company promptly (and in any event within three Business Days after receipt of such request) shall notify in writing all other Holders of the receipt of such Initiating Request and will, subject to the terms hereof, file a registration statement on or before the date that is 90 days after the date that the initial Initiating Request is received by the Company, and 60 days after any subsequent Initiating Request is received by the Company and otherwise use its best efforts to effect, at the earliest practicable date, such registration under the Securities Act of (x) the Registrable Common Stock which the Company has been so requested to register by such Requesting Holder, and (y) all other Registrable Common Stock which the Company has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 5(c) hereof) of the Registrable Common Stock so to be registered; provided, that:

(A) the Company shall not be required to effect more than a total of three registrations pursuant to this Section 2,

(B) if the Company shall have previously effected a registration pursuant to this Section 2 or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3 hereof following the effectuation of a registration pursuant to this Section 2, the Company shall not be required to effect any registration or file a registration statement pursuant to this Section 2 until a period of 180 days shall have elapsed from the effective date of such previous registration,

(C) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2, by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Registrable Common Stock, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 2, the Company shall not effect such registration, and

(D) the Company shall not be required to effect any registration pursuant to this Section 2 unless at least 5% of the shares of Common Stock issued pursuant to the Plan are to be included in such registration.

3. Piggyback Registration.

If the Company proposes to file a registration statement under the Securities Act (other than a registration statement (x) on Form S-4 or S-8 or any substitute form that may be adopted for Form S-4 or S-8 by the Commission or (y) in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders) with respect to an offering by the Company of equity securities of the Company or securities convertible or exchangeable into equity securities of the Company for its own account or for the account of a holder of any such security, it shall give prompt written notice to all of the Holders of the Registrable Common Stock of its intention to do so and of such Holders’ rights (if any) under this Section 3, which notice, shall be given at least 15 days prior to such proposed registration. Upon the written request of any Holder of Registrable Common Stock receiving notice of such proposed registration (a “Piggyback Requesting Holder”) made within 7 days after the receipt of any such notice which request shall specify the Registrable Common Stock intended to be disposed of by such Piggyback Requesting Holder (which may be all or any portion of such Holder’s Registrable Common Stock) and, in the case of an underwritten offering the minimum offering price per share at which such Piggyback Requesting Holder is willing to sell its Registrable Common Stock, the Company shall, subject to Section 6(b) hereof, effect the registration under the Securities Act of all Registrable Common Stock which the Company has been so requested to register by the Piggyback Requesting Holders thereof; provided, that:

(A) prior to the effective date of the registration statement filed in connection with such registration pursuant to this Section 3, promptly (and in any event within 2 Business Days) following receipt of notification, if any, by the Company from the managing underwriter (if an underwritten offering) of the price or range of prices at which such securities are proposed to be sold, the Company shall so advise each Piggyback Requesting Holder of such price;

(B) any Piggyback Requesting Holder may withdraw all of its Registrable Common Stock requested by such Piggyback Requesting Holder to be included in such registration statement at any time prior to the earlier of (x) the execution and delivery of any underwriting agreement with respect to the applicable offering or (y) the date of effectiveness of the registration statement in respect of such registration, by delivery of written notice of such withdrawal to the Company as promptly as practicable, without prejudice to the rights of any Holder or Holders to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration to be effected as a registration under Section 2 hereof, as the case may be;

(C) if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all of such securities, the Company may, at its election, give written notice of such determination to each Piggyback Requesting Holder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to

pay the Expenses in connection therewith), without prejudice, however, to the rights of any Holder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration to be effected as a registration under Section 2 hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities; and

(D) if such registration was initiated by the Company for its own account and involves an underwritten offering, each Piggyback Requesting Holder that does not withdraw its request as provided in Section 3(B) shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Company, and the underwriters of such underwritten offering (including the Registrable Common Stock sold by each Piggyback Requesting Holder) shall be an underwriter (or underwriters) selected by the Company in its sole and absolute discretion.

No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2 hereof and no registration effected pursuant to this Section 3 shall be deemed to have been effected pursuant to Section 2 hereof.

Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so, except for any liability to pay Expenses.

4. Expenses.

(a) Subject to Section 4(c), the Company shall pay all Expenses in connection with any registration initiated pursuant to Section 2 or 3 hereof, whether or not such registration shall become effective and whether or not all or any portion of the Registrable Common Stock originally requested to be included in such registration is ultimately included in such registration.

(b) Notwithstanding anything in subsection (a) to the contrary, the Company shall not be required to pay for any Expenses of any registration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of Holders of a majority of the Registrable Common Stock to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of shares of Registrable Common Stock that were to be requested in the withdrawn registration), unless the Holders of a majority of the Registrable Common Stock agree to forfeit their right to one demand registration pursuant to Section 2 or a registration request is withdrawn pursuant to Section 8(a) hereof.

(c) Notwithstanding anything else in this Agreement to the contrary, in no event shall the Company have the obligation to pay Expenses in excess of $50,000 in the aggregate per registration statement for the matters contained in clauses (vi) and (vii) of the definition of Expenses in Section 1 above.

5. General.

(a) Registration of Other Securities. Whenever the Company shall effect a registration pursuant to Section 2 hereof, no securities other than (i) Registrable Common Stock, (ii) subject to Section 5(e), Common Stock to be sold by the Company for its own account and (iii) Permitted Securities shall be included among the securities covered by any such registration pursuant to Section 2 unless the Selling Holders holding not less than a majority of the shares of Registrable Common Stock to be covered by such registration shall have consented in writing to the inclusion of such other securities, which consent shall not be unreasonably withheld. If any securityholders of the Company (other than the Holders of Registrable Common Stock in such capacity) register securities of the Company in a registration statement to be filed pursuant to Section 2, such securityholders shall pay the fees and expenses of their counsel and their pro rata share, on the basis of the respective amounts of the securities included in such registration on behalf of each such securityholder, of the Expenses for such registration if such Expenses are not paid by the Company for any reason.

(b) Registration Statement Form. Registrations under Section 2 hereof shall be on such appropriate registration form prescribed by the Commission under the Securities Act as shall be selected by the Company and as shall permit the disposition of the Registrable Common Stock pursuant to an underwritten offering. The Company agrees to use its reasonable best efforts to include in any such registration statement filed pursuant to Section 2 or 3 hereof all information which Selling Holders holding a majority of shares of the Registrable Common Stock covered by such registration statement effected pursuant hereto, upon advice of counsel, shall reasonably request. The Company may, if permitted by law, effect any registration requested under Section 2 by the filing of a registration statement on Form S-3 (or any successor or similar short form registration statement), including an Automatic Shelf Registration Statement.

(c) Effective Registration Statement. A registration requested pursuant to Section 2 hereof shall not be deemed to have been effected

(i) unless a registration statement with respect thereto has been declared effective by the Commission (or, in the case of an Automatic Shelf Registration Statement, has become effective) and remains effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until such time as all of such Registrable Common Stock has been disposed of in accordance with the method of disposition set forth in such registration statement or there shall cease to be any Registrable Common Stock, provided, that such period need not exceed 180 days,

(ii) if, after it has become effective, such registration is interfered with by any stop order, injunction, notice or other order or requirement of the Commission or other governmental or regulatory agency or court for any reason other than a violation of applicable law or regulation solely by any Selling Holder and has not thereafter become effective or

(iii) if, in the case of an underwritten offering pursuant to a registration statement requested under Section 2 hereof, the conditions to closing specified in an underwriting agreement to which the Company is a party (other than conditions to the underwriters’ obligations relating expressly to Selling Holders that are not typical in underwritten offerings) are not satisfied or waived other than by reason of any breach or failure by any Selling Holder, or are not otherwise waived.

The Holders of Registrable Common Stock to be included in a registration statement may at any time terminate a request for registration made pursuant to Section 2 in accordance with Section 2(c).

(d) Selection of Underwriters. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Common Stock pursuant to a registration statement effected under Section 2 hereof shall be an investment banking firm of national standing selected by the Company with the consent of Selling Holders holding a majority of the shares of Registrable Common Stock to be included in such underwritten offering, which consent shall not be unreasonably withheld, delayed or conditioned.

(e) Priority in Requested Registration. If a registration under Section 2 hereof involves an underwritten Public Offering and the managing underwriter of such underwritten offering shall advise the Company in writing (in which case, the Company shall advise the Selling Holders in writing) that if all of the securities requested to be included in such registration were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which would be sold in such offering within a price range acceptable to the Company and the Selling Holders owning at least a majority of the shares of Registrable Common Stock covered by such registration, the Company shall include in such underwritten offering, to the extent of the number and type of securities which the Company is advised can be sold in such offering, (i) first, all Registrable Common Stock requested to be included, pro rata among the Selling Holders requested to be included in such underwritten offering on the basis of the number of shares of Registrable Common Stock requested to be included by all such Selling Holders, (ii) second, Permitted Securities requested to be registered by the holders of Permitted Securities pro rata among the holders of Permitted Securities on the basis of the number of Permitted Securities requested to be registered by the holders of all such Permitted Securities and (iii) third, securities that the Company proposes to issue and sell for its own account (unless the holders of a majority of the Permitted Securities requested to be registered by holders of Permitted Securities consent to the inclusion of the Company’s securities on a pro rata basis with the Permitted Securities requested to be registered by the holders of Permitted Securities).

(f) Registration Procedures. If and whenever the Company is required to effect any registration under the Securities Act as provided in Sections 2 and 3 hereof, the Company shall, as expeditiously as possible:

(i) prepare and file with the Commission (promptly and, in the case of any registration pursuant to Section 2, in any event on or before the date that is (A) 90 days after the date the initial Initiating Request is received by the Company, and 60 days after any subsequent Initiating Request is received by the Company or (B) if, as of such

ninetieth or sixtieth day, as appropriate, the Company does not have any audited financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such audited financial statements, which the Company shall use its reasonable best efforts to obtain as promptly as practicable) the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become (in the case of registration statements other than Automatic Shelf Registration Statements, which shall be automatically effective) and remain effective; provided, however, that the Company may discontinue any registration of its securities that are not shares of Registrable Common Stock (and, under the circumstances specified in Sections 3 and 8(b) hereof, its securities that are shares of Registrable Common Stock) at any time prior to the effective date of the registration statement relating thereto;

(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Common Stock covered by such registration statement until such time as all of such Registrable Common Stock has been disposed of in accordance with the method of disposition set forth in such registration statement; provided, that such period need not extend beyond 180 days after the effective date of the registration statement;

(iii) furnish to each Selling Holder covered by such registration statement and their representatives designated pursuant to Section 7(a), if any, and each underwriter, if any, such number of copies of such drafts and final conformed versions of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits and any documents incorporated by reference), such number of copies of such drafts and final versions of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Holder or any underwriter may reasonably request in writing;

(iv) use its best efforts (a) to register or qualify all Registrable Common Stock and other securities, if any, covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each Selling Holder or other securityholder covered by such registration statement shall reasonably request in writing, (b) to keep such registration or qualification in effect for so long as such registration statement remains in effect and (c) to take any other action that may be necessary or reasonably advisable to enable such Selling Holders to consummate the disposition in such jurisdictions of the securities to be sold by such Selling Holders or other securityholders as applicable, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 5(f)(iv) be obligated to be so qualified, to subject itself to taxation in such jurisdiction or to consent to general service of process in any such jurisdiction;

(v) use its best efforts to cause all Registrable Common Stock and other securities, if any, covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company or counsel to the Selling Holder or Selling Holders covered by such registration statement to enable such Holder or Holders to consummate the disposition of such Registrable Common Stock;

(vi) use its reasonable best efforts to obtain and, if obtained, furnish to each Selling Holder, and each underwriter a signed copy, addressed to each such underwriter, of:

(A) an opinion or opinions of counsel to the Company dated the effective date of such registration statement (and, if such registration involves an underwritten offering, dated the date of the closing under the underwriting agreement) reasonably satisfactory in form and substance to such Selling Holder, and

(B) a comfort letter or comfort letters, dated the effective date of such registration statement (and, if such registration involves an underwritten offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement,

in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in underwritten Public Offerings of securities and, in the case of the accountants’ letter, such other financial matters, as such Selling Holder (or the underwriters, if any) may reasonably request;

(vii) notify each Selling Holder and holder of other securities covered by such registration statement, 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 happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the written request of any such Selling Holder or holder of other securities covered by such registration statement, promptly (and in any event no later than 10 days following notice of the occurrence of such event to such Selling Holders) prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus, as supplemented or amended, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(viii) promptly notify each Selling Holder (A) of any notification to the Company by the Commission of any stop order issued or threatened to be issued suspending the effectiveness of such registration statement and (B) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its best efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, obtain the withdrawal of any order suspending the effectiveness of a registration statement relating to the Registrable Common Stock at the earliest possible moment and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Common Stock included in such registration statement for sale in any jurisdiction at the earliest possible moment;

(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any other governmental agency or authority having jurisdiction over the offering, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of 12 months beginning after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(x) furnish to each Selling Holder and to the managing underwriter, if any, as promptly as practicable prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus;

(xi) use its reasonable best efforts to cause all Registrable Common Stock covered by a registration statement to be listed on a national securities exchange, or, if necessary or required, on an interdealer quotation system, on which similar securities issued by the Company are then listed;

(xii) provide a transfer agent, registrar and CUSIP number for the Registrable Common Stock covered by a registration statement no later than the effective date thereof;

(xiii) promptly notify each Selling Holder covered by such registration statement and the underwriter or underwriters, if any:

(A) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective; and

(B) of any comments (whether oral or written) from the Commission or the blue sky or securities commission or regulator of any state

with respect to any filing referred to in clause (i) and of any written request by the Commission for amendments or supplements to such registration statement or prospectus;

(xiv) enter into such agreements (including, in any underwritten offering, an underwriting agreement in customary form) and take such other actions as the Holders holding a majority of the shares of Registrable Common Stock covered by such registration statement shall reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock, including customary indemnification;

(xv) if requested by the managing underwriter(s) or Selling Holders holding a majority of the shares of Registrable Common Stock being sold in connection with an underwritten offering, subject to applicable law, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) and Selling Holders holding a majority of shares of Registrable Common Stock being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Common Stock, including without limitation, information with respect to the number of shares of Registrable Common Stock being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten offering of the Registrable Common Stock to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xvi) if requested by Selling Holders holding a majority of the shares of Registrable Common Stock being sold, reasonably cooperate with the Selling Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Common Stock to be sold and not bearing any restrictive legends (except as may be provided in the Company’s articles of incorporation, as amended); and enable such Registrable Common Stock to be in such share amounts and registered in such names as the managing underwriter(s) or, if none, Selling Holders holding a majority of the shares of Registrable Common Stock being sold, may request at least two Business Days prior to any sale of Registrable Common Stock to the underwriters; and

(xvii) use its best efforts to take all other actions necessary to effect the registration of the Registrable Common Stock contemplated hereby.

As a condition to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Common Stock of a Selling Holder, such Selling Holder must furnish to the Company in writing such information regarding itself, the Registrable Common Stock held by it and the intended methods of disposition of the Registrable Common Stock held by it as is necessary to effect the registration of such Selling Holders’ Registrable Common Stock and is requested in writing by the Company. At least 20 days prior to the first anticipated filing date of a registration statement for any registration under this Agreement, the Company will notify in writing each Selling Holder of the information referred to in the preceding sentence which the Company is requesting from that Selling Holder

whether or not such Selling Holder has elected to have any of its Registrable Common Stock included in the registration statement. If, within 3 days prior to the filing date, the Company has not received the requested information from a Selling Holder, then the Company may file the registration statement without including Registrable Common Stock of that Selling Holder, if, in the opinion of the Company’s counsel, such information is required to be included in such registration statement.

Each Selling Holder agrees that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Common Stock it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Common Stock. Each Selling Holder further agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 5(f)(vii), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Common Stock pursuant to the registration statement relating to such Registrable Common Stock until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(f)(vii) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus relating to such Registrable Common Stock current at the time of receipt of such notice. If any event of the kind described in Section 5(f)(vii) occurs and such event is the fault solely of a Selling Holder (or Selling Holders), such Selling Holder (or Selling Holders) shall pay all Expenses attributable to the preparation, filing and delivery of any supplement or amendment of such prospectus contemplated by Section 5(f)(vii).

6. Underwritten Offerings.

(a) Requested Underwritten Offerings If requested by the underwriters in connection with an underwritten Public Offering pursuant to a registration under Section 2 hereof, the Company shall enter into a underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company and a majority of the Selling Holders whose Registered Common Stock is included in such offering and the underwriters and to contain such representations and warranties by the Company and the Selling Holders and such other terms as are customary in agreements of that type, including, without limitation, indemnification and contribution to the effect and to the extent provided in Section 9 hereof.

(b) Piggyback Underwritten Offerings: Priority.

(i) If the Company proposes to register any of its securities under the Securities Act for its own account as contemplated by Section 3 hereof and such securities are to be distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering shall advise the Company (in which case, the Company shall advise the Piggyback Requesting Holders) that if all of the securities requested to be included in such registration were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a price range acceptable to the Company, then the Company shall include in such

registration pursuant to Section 3, to the extent of the number and type of securities which the Company is so advised can be sold in such offering, (i) first, all of the securities that the Company proposes to issue and sell for its own account, (ii) second, Permitted Securities requested to be registered by holders of Permitted Securities and Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof, pro rata among the holders of Permitted Securities and Piggyback Requesting Holders on the basis of the number of Permitted Securities and shares of Registrable Common Stock requested to be registered by all such holders of Permitted Securities and Piggyback Requesting Holders and (iii) third, other securities (other than Permitted Securities or Registrable Common Stock), if any.

(ii) If the Company proposes to register any Permitted Securities pursuant to a demand registration of the holders of Permitted Securities as contemplated by Section 3 hereof involving an underwritten offering, if the managing underwriter of such underwritten offering shall advise the Company (in which case, the Company shall use reasonable efforts to advise the Piggyback Requesting Holders) that if all of the securities requested to be included in such registration were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which would be sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration pursuant to Section 3, to the extent of the number and type of securities which the Company is so advised can be sold in such offering, (i) first, Permitted Securities requested to be registered by the holders of Permitted Securities, pro rata among the holders of Permitted Securities on the basis of the number of Permitted Securities requested to be registered by all such holders of Permitted Securities, (ii) second, Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof, pro rata among the Piggyback Requesting Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Piggyback Requesting Holders, and (iii) third, securities that the Company proposes to issue and sell for its own account (unless the Holders of a majority of the shares of Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof consent to the inclusion of the Company’s securities on a pro rata basis with the Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof), and (iv) fourth, other securities (other than Permitted Securities or Registrable Common Stock), if any.

(iii) In the case of any other registration contemplated by Section 3 involving an underwritten offering, if the managing underwriter of such underwritten offering shall advise the Company (in which case, the Company shall use reasonable efforts to advise the Piggyback Requesting Holders) that if all of the securities requested to be included in such registration were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which would be sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration pursuant to Section 3, to the extent of the number and type of securities which the Company is so advised can be sold in such offering, (i) first, Permitted Securities requested to be registered by

holders of Permitted Securities and Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof, pro rata among the holders of Permitted Securities and Piggyback Requesting Holders on the basis of the number of Permitted Securities and shares of Registrable Common Stock requested to be registered by all such holders of Permitted Securities and Piggyback Requesting Holders (ii) second, securities that the Company proposes to issue and sell for its own account (unless the holders of a majority of the Permitted Securities requested to be registered by holders of Permitted Securities and the Holders of a majority of the shares of Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof consent to the inclusion of the Company’s securities on a pro rata basis with the Permitted Securities requested to be registered by the holders of Permitted Securities and Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof), and (iii) third, other securities (other than Permitted Securities or Registrable Common Stock), if any.

In addition to the withdrawal rights specified in Section 3(B) hereof, any Piggyback Requesting Holder may withdraw its request to have all or any portion of its Registrable Common Stock included in any such offering by notice to the Company within 5 Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Section 6(b).

(c) Selling Holders to be Parties to Underwriting Agreement. The Selling Holders holding shares of Registrable Common Stock to be distributed by underwriters in an underwritten offering contemplated by Section 6(a) or (b) shall be parties to the underwriting agreement between the Company and such underwriters and any such Selling Holder, at its option, may reasonably require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Selling Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Selling Holders. No Selling Holder may participate in any underwritten registration hereunder unless such Selling Holder (i) agrees to sell such Selling Holder’s Registrable Common Stock on the basis provided in any such underwriting arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in the form approved by Selling Holders holding a majority of the shares of Registrable Common Stock to which such registration relates. No such Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder’s Registrable Common Stock and such Selling Holder’s intended method of distribution.

(d) Holdback Agreements. Each Selling Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten offering pursuant to this Agreement, to the extent permitted by law not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act and any other market sale, during the 10 days prior to the date on which an underwritten registration of Registrable

Common Stock pursuant to Section 2 or 3 hereof has become effective and until 90 days after the effective date of such underwritten registration, except (i) as part of such underwritten registration, (ii) for transfers to Affiliates of such Selling Holders who agree to be bound by this Agreement, (iii) for distributions by limited partnerships or limited liability companies to their limited partners or members who agree to be bound by this Agreement, or (iv) to the extent that such Selling Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a Selling Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation.

The Company agrees (i) unless otherwise agreed to by the managing underwriter for any underwritten offering pursuant to this Agreement, not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2 or 3 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration and except for distributions pursuant to any employment, option or benefit plan or agreement of the Company, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time after the date of this Agreement (other than in a Public Offering or a transaction effected pursuant to Rule 144A under the Securities Act), to agree not to effect any Public Offering or distribution of such securities, during such period.

7. Preparation: Reasonable Investigation.

(a) Registration Statements. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company shall (i) give each Selling Holder and its representatives (designated to the Company in writing and who execute a confidentiality agreement as described below) (each, an “Inspector”) of each Selling Holder or group of Selling Holders holding at least 25% of the shares of Registrable Common Stock registered under such registration statement, the underwriters, if any, and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of all underwriters and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of Selling Holders holding a majority of the shares of Registrable Common Stock covered by such registration statement, the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, including, without limitation, the opportunity to review, comment or object to any information pertaining solely to such Selling Holder that is contained in drafts of all documents proposed to be filed, including exhibits (and the Company will make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing any such registration statement or amendment) (ii) upon reasonable advance notice to the Company, give each Inspector such reasonable access to all financial and other records, corporate documents and properties of the Company and its subsidiaries, as shall be necessary, in the reasonable opinion of such Selling Holders’ and such

underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act, and (iii) upon reasonable advance notice to the Company, provide each Inspector reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such Selling Holders’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act, provided, however, that with respect to (i), (ii) and (iii) above, all persons conducting due diligence on behalf of Selling Holders shall cooperate to the extent reasonably practicable to minimize any disruption to the Company’s operation of its business.

(b) Confidentiality. Each Selling Holder (i) shall maintain, and shall cause its agents referred to in Section 7(a) to maintain, the confidentiality of any confidential information received from or otherwise made available by the Company to such Selling Holder, including drafts of registration statements, and (ii) shall use, and shall cause its agents referred to in Section 7(a) to use, all confidential information only to exercise the Selling Holders’ due diligence responsibility. Information that (i) is or becomes available to a Holder of Registrable Common Stock from a public source other than as a result of a disclosure by such Holder or any of its Affiliates, (ii) is disclosed to a Holder of Registrable Common Stock by a third-party source who the Holder of Registrable Common Stock reasonably believes is not bound by an obligation of confidentiality to the Company or (iii) is or becomes required to be disclosed by a Holder of Registrable Common Stock by law, including by court order, shall not be deemed to be confidential information for purposes of this Agreement. The Holders of Registrable Common Stock shall only grant access, and the Company shall only be required to grant access, to information under this Section 7 to legal counsel and to such other Person(s) who agree in writing in form and substance reasonably satisfactory to the Company whereby the Person executing such writing shall maintain the confidentiality of any confidential information received from or otherwise made available to it by the Company or the holders of Registrable Common Stock under this Agreement. Each Holder shall be bound by this Section 7(b) and shall remain bound until the confidential information received by such Holder ceases to be confidential information.

8. Postponements and Suspensions.

(a) Postponements and Suspensions.

The Company may (x) delay making a filing of any registration statement or any amendment or supplement to a registration statement requested pursuant to Section 2 or (y) suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, if in each case prior to such delay or suspension the Company delivers a written certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company to the Selling Holders stating that its board of directors has determined in good faith that the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially and adversely affect a pending or proposed Public Offering of the Company’s securities, including, without limitation, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require the disclosure of material non-public information that, in the good faith judgment of the board of directors, individually or in the

aggregate, would have a material adverse effect on (i) the Company and its subsidiaries taken as a whole or (ii) any material business line of the Company (a “Postponement Certificate”). If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

(b) Withdrawal Right; Expenses

If the Company shall fail to file or delay filing any registration statement to be filed pursuant to a request for registration under Section 2 hereof (whether or not pursuant to Section 8(a)) the Selling Holders requesting such registration shall have the right to withdraw the request for registration. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph and shall not be relieved of any liability it might otherwise have under Section 19(c) hereof.

Notwithstanding anything to the contrary contained in this Section 8, during any period in which the Company is not eligible to use Form S-3 (or comparable successor form), the Company may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, in order to file a post-effective amendment to a registration statement (i) to include and update the Company’s financial statements for each quarter and annual period, which post-effective amendment will be filed with the Commission not later than 3 Business Days following the date the Company files its Quarterly Reports on Form 10-Q or Form 10-K for each such quarter or annual period, as applicable, with the Commission or (ii) as necessary in the judgment of the Company’s counsel to otherwise comply with Commission rules and interpretations requiring the Company to file post-effective amendments to report any event which constitutes a material change. In connection with such filing, the Company will use its best efforts to obtain effectiveness of such post-effective amendment at the earliest practicable time.

(d) Limitation.

The filing of a registration statement or any amendment or supplement thereto by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of this Section for more than ninety (90) days in the aggregate per 365-day period

9. Indemnification.

(a) Indemnification by the Company. In connection with any registration statement filed by the Company pursuant to Section 2 or 3 hereof, to the fullest extent permitted by law the Company shall, and hereby agrees to, indemnify and hold harmless, each Selling Holder of any Registrable Common Stock covered by such registration statement and each other Person, if any, who controls (within the meaning of the Exchange Act) such Selling Holder, and their respective stockholders, directors, officers, employees, partners, agents and Affiliates (each, a “Company Indemnitee” for purposes of this Section 9(a)), against any losses, claims, damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof and whether or not such Company Indemnitee is a party thereto), joint or several, and expenses,

including, without limitation, the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, to which such Company Indemnitee may become subject under the Securities Act or otherwise (collectively, a “Loss” or “Losses”), insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered or otherwise offered or sold under the Securities Act or otherwise, any preliminary prospectus, final prospectus or summary prospectus related thereto, or any amendment or supplement thereto or any document incorporated by reference, if used during the period in which the Company is required to keep the registration statement to which such prospectus relates current (collectively, “Offering Documents”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading (with respect to the final prospectus or summary prospectus related thereto, or any amendment or supplement thereto, if used during the period in which the Company is required to keep the registration statement to which such prospectus relates current), or any violation by the Company or any of its Affiliates of any federal or state law, rule or regulation applicable to the Company or any of its Affiliates and relating to action required of or inaction by the Company or any of its Affiliates in connection with any such registration; provided, that the Company shall not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or omission made in such Offering Documents in reliance upon and in conformity with information furnished to the Company in writing by any Company Indemnitee, or on its behalf, specifically stating that it is for inclusion therein; and provided, further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Common Stock or any other person, if any, who controls (within the meaning of the Exchange Act) such underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Common Stock to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnitee and shall survive the transfer of such securities by such Company Indemnitee.

(b) Indemnification by the Offerors and Sellers. In connection with any registration statement filed by the Company pursuant to Section 2 or 3 hereof in which a Selling Holder has registered for sale shares of Registrable Common Stock, each such Selling Holder shall, and hereby agrees to, indemnify and hold harmless to the fullest extent permitted by law the Company and each of its directors, officers, employees, agents, partners, stockholders, Affiliates and each other Person, if any, who controls (within the meaning of the Exchange Act) the Company and each other seller under such registration statement and such seller’s employees, directors, officers, stockholders, partners, agents and Affiliates (each, a “Holder Indemnitee” for purposes of this Section 9(b)), against all Losses insofar as such Losses arise out of or are based upon any untrue statement of a material fact contained in any Offering Documents (or any document incorporated by reference therein) or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or omission was made in reliance upon and in conformity with information furnished to the

Company in writing by such Holder of Registrable Common Stock, or on its behalf, specifically stating that it is for inclusion therein; provided, however, that the liability of such indemnifying party under this Section 9(b) shall be several, and not joint and several, among such indemnifying parties on the basis of the number of securities included in such registration statement and shall be limited to the amount of the net proceeds received by such indemnifying party in the sale of Registrable Common Stock giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of a Holder Indemnitee and shall survive the transfer of such securities by such indemnifying party.

(c) Notices of Losses, etc. Promptly after receipt by an indemnified party of written notice of the commencement of any action or proceeding involving a Loss referred to in Section 9(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 9(a) or (b), except to the extent that the indemnifying party is materially and actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party’s reasonable judgment, after consultation with its separate counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such Loss, to assume and control the defense thereof, in each case at its own expense, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after its assumption of the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in such indemnified party’s reasonable judgment, after consultation with its separate counsel, a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, in which event the indemnifying party shall be liable for the reasonable legal expenses of one counsel (plus local counsel) representing all indemnified parties. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such Loss or which requires action on the part of such indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subject.

(d) Contribution. If the indemnification provided for in this Section 9 shall for any reason be unavailable to an indemnified party under Section 9(a) or (b) in respect of any Loss, then, in lieu of the amount paid or payable under Section 9(a) or (b), the indemnified party and the indemnifying party under Section 9(a) or (b) shall contribute to the aggregate Losses (including legal or other expenses reasonably incurred in connection with investigating the same) (i) in such proportion as is appropriate to reflect the relative fault of the Company and the prospective sellers of Registrable Common Stock covered by the registration statement which resulted in such Loss or action in respect thereof, with respect to the statements, omissions or action which resulted in such Loss or action in respect thereof, as well as any other relevant

equitable considerations, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and such prospective sellers, on the other hand, from their sale of Registrable Common Stock; provided that for purposes of this clause (ii), the relative benefits received by the prospective sellers shall be deemed not to exceed the amount received by such sellers in the sale of their Registrable Common Stock. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations, if any, of the selling holders of Registrable Common Stock to contribute as provided in this Section 9(d) are several in proportion to the relative value of their respective Registrable Common Stock covered by such registration statement and not joint. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or Loss effected without such Person’s consent.

(e) Indemnification Payments. The indemnification and contribution required by this Section 9 shall be made by prompt periodic payments of the amount thereof during the course of any investigation or defense, as and when invoices therefor are delivered to the indemnifying party in respect of any particular Loss as incurred.

(f) Other Indemnification.

Indemnification similar to that specified in the preceding paragraphs of this Section 9 (with appropriate modifications) shall be given by the indemnifying parties set forth in Sections 9(a) and (b) with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act. The provisions of this Section 9 shall be in addition to any other rights to indemnification or contribution which any Company Indemnitee or Holder Indemnitee, as the case may be, may have pursuant to law, equity, contract or otherwise.

(g) Survival.

Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten public offering, the obligations of the Company and Selling Holders under this Section 9 shall survive the completion of any offering of Registrable Common Stock pursuant to a registration statement under this Section 9, and shall survive the termination of this Agreement.

10. Registration Rights to Others.

The Company’s board of directors is expressly permitted to enter into agreements which provide to any holder of newly issued securities of the Company rights which are pari passu to (but not senior to) rights provided to the holders of Registrable Common Stock in this Agreement, provided, however, that the performance of the obligations of the Company pursuant to any such agreement shall not violate or directly conflict with the rights provided to the holders of Registrable Common Stock in this Agreement.

11. Rule 144.

The Company shall, at its own expense, take all actions reasonably necessary to enable Holders to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rules or regulations hereafter adopted by the Commission, including, without limiting the generality of the foregoing, filing on a timely basis all reports required to be filed under the Exchange Act. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. If at any time the Company is not required to file reports in compliance with either Section 13 or Section 15(d) of the Exchange Act, the Company at its expense will, forthwith upon the written request of any Holder, make available adequate current public information with respect to the Company within the meaning of paragraph (c)(2) of Rule 144.

12. Amendments and Waivers. Any provision of this Agreement may be amended, modified or waived if, but only if, the written consent to such amendment, modification or waiver has been obtained from (i) except as provided in clause (ii) below, the Holder or Holders of at least a majority of the shares of Registrable Common Stock then outstanding and (ii) in the case of any amendment, modification or waiver of the definition of “Expenses”, any provision of Section 4, 8 or 9, any increase in the 180-day time period specified in Section 6(d) or any provisions or related definitions as to the number of requests for registration to which Holders are entitled under Section 2 or 3 hereof, or this Section 12, the written consent of each Holder so affected.

13. Nominees for Beneficial Owners.

Except as provided otherwise below, a person or entity is deemed to be a Holder whenever such person or entity owns of record such Registrable Common Stock. If any Registrable Common Stock is held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the Holder of such Registrable Common Stock for purposes of any request or other action by any Holder or Holders pursuant to this Agreement or any determination of the number or percentage of shares of Registrable Common Stock held by any Holder or Holders contemplated by this Agreement. The Company may require assurances reasonably satisfactory to it of such owner’s beneficial ownership of such Registrable Common Stock. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Common Stock, the Company will act upon the basis of instructions, notice or election received from the registered owner of such Registrable Common Stock.

14. Assignment.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Any Holder may assign to any permitted Transferee (as permitted under applicable law) of its Registrable Common Stock all but not less than all of its rights and obligations under this Agreement, provided, that after giving effect to such Transfer, such Transferee shall hold 5% or more of the

outstanding shares of Common Stock; and, provided, further, that such Transferee shall agree in writing with the parties hereto prior to the assignment to be bound by this Agreement as if it were an original party hereto, whereupon such assignee shall for all purposes be deemed to be a Holder under this Agreement and the transferring Holder shall cease to have any rights under this Agreement. Except as provided above or otherwise permitted by this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Holder without the prior written consent of the other parties hereto. The Company may not assign this Agreement or any right, remedy, obligation or liability arising hereunder or by reason hereof.

15. Calculation of Percentage or Number of Shares of Registrable Common Stock.

For purposes of this Agreement, all references to a percentage or number of shares of Registrable Common Stock or Common Stock shall be calculated based upon the number of shares of Registrable Common Stock or Common Stock, as the case may be, issued pursuant to the Plan and shall exclude any Registrable Common Stock or Common Stock, as the case may be, owned by the Company or any subsidiary of the Company. For the purposes of calculating any percentage or number of shares of Registrable Common Stock or Common Stock as contemplated by the previous sentence, the terms “Holder” and “Original Holder” shall include all Affiliates thereof owning any shares of Registrable Common Stock or Common Stock.

16. Notice of Registrable Common Stock Holdings.

From time to time, upon reasonable written request by the Company, each Holder will promptly advise the Company of the number of shares of Registrable Common Stock then held by it.

17. Termination of Registration Rights.

The Company’s obligations under Sections 2 and 3 hereof to register Common Stock for sale under the Securities Act shall commence on the Effective Date and terminate on the earlier to occur of (i) the first date on which no shares of Registrable Common Stock are held by any Original Holder or their permitted Transferees or (ii) the second anniversary of the Effective Date (such period, the “Term”); provided, however, that if at the end of the Term any Original Holder or its permitted Transferee shall hold at least 5% of the Registrable Common Stock, the Term shall be extended by the aggregate number of days that the Company postponed or suspended the use of any registration statement pursuant to Section 8 hereof.

18. Applicability of Charter and By-laws.

Notwithstanding anything to the contrary herein, all applicable provisions of the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-laws shall apply to this agreement and any actions taken hereunder as if set forth herein.

19. Miscellaneous.

(a) Further Assurances Each of the parties hereto shall execute such documents and other papers and perform such further acts as may be reasonably required or advisable to carry out the provisions of this Agreement and the transactions contemplated hereby.

(b) Headings. The headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provisions hereof.

(c) Remedies. Except as otherwise expressly provided for herein, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by any party hereto shall not constitute a waiver by any such party of the right to pursue any other available remedies.

Damages in the event of breach of this Agreement by a party hereto would be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof and the Company and Holder, by its acquisition of Registrable Common Stock, hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity which such Person may have.

(d) Submission to Jurisdiction.

Any action, suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby must be brought in any federal court located in the State of New York or any New York state court, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, service of process on such party as provided in Section 19(d) shall be deemed effective service of process on such party.

(e) Waiver of Jury Trial.

EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING

HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 19(e).

(f) Service of Process.

By the execution and delivery of this Agreement, the Company hereby appoints Corporation Service Company as its authorized agent upon which process may be served in any legal action or proceeding which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, arising out of or relating to this Agreement. Service of process upon such agent at the office of such agent at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and written notice of said service to the Company at its address set forth in Section 19(h) hereof, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders shall have any rights pursuant to the terms thereof or of this Agreement until the appointment of a successor by the Company and such successor’s acceptance of such appointment. The Company further agrees to take any and all actions, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor

(g) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and there are no restrictions, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

(h) Notices. Any notices or other communications to be given hereunder by any party to another party shall be in writing, shall be delivered personally, by facsimile, by certified or registered mail, postage prepaid, return receipt requested, or by Federal Express or other comparable delivery service, to the address of the party set forth on Schedule B hereto or to such other address as the party to whom notice is to be given may provide in a written notice to the other parties hereto, a copy of which shall be on file with the Secretary of the Company. Notice shall be effective when delivered if given personally, when receipt is acknowledged if telecopied, three days after mailing if given by registered or certified mail as described above, and one business day after deposit if given by Federal Express or comparable delivery service.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(j) Severability. Notwithstanding any other provision of this Agreement, neither the Company nor any other party hereto shall be required to take any action which would be in violation of any applicable Federal or state securities law. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(k) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement.

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


▇▇▇▇-▇▇▇▇▇ STORES, INC.

By:		▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		Senior Vice President, General Counsel and Corporate Secretary

CAPITAL RESEARCH AND MANAGEMENT COMPANY,
for and on behalf of, AMERICAN HIGH INCOME TRUST, THE BOND FUND OF AMERICA, INC., SMALLCAP WORLD FUND, INC, THE INCOME FUND OF AMERICA, INC., and AMERICAN FUNDS INSURANCE SERIES, HIGH-INCOME BOND FUND.

By:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		Vice President and Secretary

CAPITAL GUARDIAN TRUST COMPANY,
for and on behalf of, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, and CAPITAL GUARDIAN U.S. HIGH YIELD FIXED INCOME MASTER FUND.

By:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:		Vice President

REGISTRATION RIGHTS AGREEMENT by and among WINN-DIXIE STORES, INC. and THE HOLDERS NAMED HEREIN

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