{"id":43884,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-reliant-energy-inc-and-reliant.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-reliant-energy-inc-and-reliant","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-reliant-energy-inc-and-reliant.html","title":{"rendered":"Registration Rights Agreement &#8211; Reliant Energy Inc. and Reliant Resources Inc."},"content":{"rendered":"<pre>                          REGISTRATION RIGHTS AGREEMENT\n\n\n            REGISTRATION RIGHTS AGREEMENT (this \"Agreement\"), dated as of\nDecember 31, 2000, between Reliant Energy, Incorporated, a Texas corporation\n(\"REI\"), and Reliant Resources, Inc., a Delaware corporation (the \"Company\").\n\n            WHEREAS, REI is the owner of all of the shares of common stock, par\nvalue $.001 per share (\"Common Stock\"), of the Company outstanding on the date\nof this Agreement.\n\n            WHEREAS, as provided in Master Separation Agreement dated the date\nhereof between REI and the Company (the \"Separation Agreement\"), the Company,\nwith the consent of REI, has determined to offer to the public (the \"Public\nOffering\") shares of Common Stock.\n\n            WHEREAS, in partial consideration for the consent of REI to the\nPublic Offering by the Company, the Company has, among other things, agreed to\ngrant to REI certain registration rights applicable to Registrable Securities\n(as defined below) held by REI.\n\n            WHEREAS, the parties hereto desire to enter into this Agreement to\nset forth the terms of such registration rights.\n\n            NOW, THEREFORE, upon the premises and based on the mutual promises\nherein contained, and for other good and valuable consideration, the receipt and\nadequacy of which are hereby acknowledged, the parties agree as follows:\n\n         1. Certain Definitions. As used in this Agreement, the following\ninitially capitalized terms shall have the following meanings:\n\n            (a) \"Affiliate\" means, with respect to any person, any other person\nwho, directly or indirectly, is in control of, is controlled by or is under\ncommon control with the former person; and \"control\" (including the terms\n\"controlling,\" \"controlled by,\" and \"under common control with\") means the\npossession, direct or indirect, of the power to direct or cause the direction of\nthe management and policies of a person, whether through the ownership of voting\nsecurities, by contract or otherwise.\n\n            (b) \"Company Securities\" has the meaning set forth in Section 3\nhereof.\n\n            (c) \"Exchangeable Securities\" has the meaning set forth in Section 6\nof this Agreement.\n\n            (d) \"Fair Market Value\" means, with respect to any security, (i) if\nthe security is listed on a national securities exchange or authorized for\nquotation on a national market quotation system, the closing price, regular way,\nof the security on such exchange or quotation system, as the case may be, or if\nno such reported sale of the security shall have occurred on such date, on the\nnext preceding date on which there was such a reported sale, or (ii) if the\nsecurity is \n\n\n                                      -1-\n   2\n\nnot listed for trading on a national securities exchange or authorized for\nquotation on a national market quotation system, the average of the closing bid\nand asked prices as reported by the National Association of Securities Dealers\nAutomated Quotation System or such other reputable entity or system engaged in\nthe regular reporting of securities prices and on which such prices for such\nsecurity are reported or, if no such prices shall have been reported for such\ndate, on the next preceding date for which such prices were so reported, or\n(iii) if the security is not publicly traded, the fair market value of such\nsecurity as determined by a nationally recognized investment banking or\nappraisal firm mutually acceptable to the Company and the Holders, the fair\nmarket value of whose Registrable Securities is to be determined.\n\n            (e) \"Holder\" means REI or any Permitted Transferee.\n\n            (f) \"Initiating Holders\" has the meaning set forth in Section 3 of\nthis Agreement.\n\n            (g) \"Other Holders\" has the meaning set forth in Section 3 hereof.\n\n            (h) \"Other Securities\" has the meaning set forth in Section 3\nhereof.\n\n            (i) \"Other Voting Securities\" means any options, rights, warrants or\nother securities convertible into or exchangeable for Voting Stock of the\nCompany.\n\n            (j) \"Permitted Transferee\" has the meaning set forth in Section 11\nhereof.\n\n            (k) \"Person\" means any individual, partnership, corporation, limited\nliability company, business trust, joint stock company, trust, unincorporated\nassociation, joint venture, or other entity of whatever nature.\n\n            (l) \"Registrable After-Acquired Securities\" means any securities of\nthe Company acquired by REI (or any permitted transferee).\n\n            (m) \"Registrable Securities\" means (i) all shares of Common Stock\n(as presently constituted) owned on the date hereof by REI, (ii) all Registrable\nAfter-Acquired Securities, (iii) any stock or other securities into which or for\nwhich such Common Stock or Registrable After-Acquired Securities may hereafter\nbe changed, converted or exchanged, and (iv) any other securities issued to\nholders of such Common Stock or Registrable After-Acquired Securities (or such\nstock or other securities into which or for which such Common Stock or\nRegistrable After-Acquired Securities are so changed, converted or exchanged)\nupon any reclassification, share combination, share subdivision, share dividend,\nmerger, consolidation or similar transaction or event, provided that any such\nsecurities shall cease to be Registrable Securities when such securities are\nsold in any manner to a person who is not a Permitted Transferee.\n\n            (n) \"Registration Expenses\" means all out-of-pocket expenses\nincurred in connection with any registration of Registrable Securities pursuant\nto this Agreement including, without limitation, the following; (i) SEC filing\nfees; (ii) the fees, disbursements and expenses of the Company's counsel(s) and\naccountants in connection with the registration of the Registrable Securities to\nbe disposed of; (iii) all expenses in connection with the preparation, printing\nand \n\n\n                                      -2-\n   3\n\nfiling of the registration statement, any preliminary prospectus or final\nprospectus and amendments and supplements thereto and the mailing and delivering\nof copies thereof to any Holders, underwriters and dealers and all expenses\nincidental to delivery of the Registrable Securities; (iv) the cost of printing\nor producing any underwriting agreement, agreement among underwriters, agreement\nbetween syndicates, selling agreement, blue sky or legal investment memorandum\nor other document in connection with the offering, sale or delivery of the\nRegistrable Securities to be disposed of; (v) all expenses in connection with\nthe qualification of the Registrable Securities to be disposed of for offering\nand sale under state securities laws, including the fees and disbursements of\ncounsel for the underwriters in connection with such qualification and the\npreparation of any blue sky and legal investments surveys; (vi) the filing fees\nincident to securing any required review by the National Association of\nSecurities Dealers, Inc. of the terms of the sale of the Registrable Securities\nto be disposed of; (vii) transfer agents', depositaries' and registrars' fees\nand the fees of any other agent appointed in connection with such offering;\n(viii) all security engraving and security printing expenses, (ix) all fees and\nexpenses payable in connection with the listing of the Registrable Securities on\nany securities exchange or inter-dealer quotation system; and (x) any one-time\npayment for directors and officers insurance directly related to such offering,\nprovided the insurer provides a separate statement for such payment.\n\n            (o) \"Rule 144\" means Rule 144 promulgated under the Securities Act,\nor any successor rule to similar effect.\n\n            (p) \"SEC\" means the United States Securities and Exchange\nCommission.\n\n            (q) \"Securities Act\" means the Securities Act of 1933, as amended,\nor any successor statute.\n\n            (r) \"Selling Expenses\" means all underwriting discounts and\ncommissions, selling concessions and stock transfer taxes applicable to the sale\nby the Holders of Registrable Securities pursuant to this Agreement and all fees\nand disbursements of any legal counsel, investment banker, accountant or other\nprofessional advisor retained by a Holder.\n\n            (s) \"Selling Holder\" has the meaning set forth in Section 5 hereof.\n\n            (t) \"Transactional Deferral\" has the meaning set forth in Section 2\nof this Agreement.\n\n            (u) \"Voting Stock\" means shares of the Company's capital stock\nhaving the power under ordinary circumstances (and not merely upon the happening\nof a contingency) to vote in the election of directors of the Company.\n\n         2. Demand Registration.\n\n            (a) At any time prior to such time as the rights under this Section\n2 terminate with respect to a Holder as provided in Section 2(e) hereof, upon\nwritten notice from such Holder in the manner set forth in Section 12(h) hereof\nrequesting that the Company effect the registration under the Securities Act of\nany or all of the Registrable Securities held by such Holder, which notice shall\nspecify the intended method or methods of disposition of such \n\n\n\n                                      -3-\n   4\n\nRegistrable Securities, the Company shall use its best efforts to effect, in the\nmanner set forth in Section 5, the registration under the Securities Act of such\nRegistrable Securities for disposition in accordance with the intended method or\nmethods of disposition stated in such request (including in an offering on a\ndelayed or continuous basis under Rule 415 (or any successor rule of similar\neffect) promulgated under the Securities Act), provided that:\n\n                (i) if, within 5 business days of receipt of a registration\n            request pursuant to this Section 2(a), the Holder or Holders making\n            such request are advised in writing that the Company has in good\n            faith commenced the preparation of a registration statement for an\n            underwritten public offering prior to receipt of the notice\n            requesting registration pursuant to this Section 2(a) and the\n            managing underwriter of the proposed offering has determined that in\n            such firm's good faith opinion, a registration at the time and on\n            the terms requested would materially and adversely affect the\n            offering that is contemplated by the Company, the Company shall not\n            be required to effect a registration pursuant to this Section 2(a)\n            (a \"Transactional Deferral\") until the earliest of (A) the\n            abandonment of such offering by the Company, (B) 60 days after\n            receipt by the Holder or Holders requesting registration of the\n            managing underwriter's written opinion referred to above in this\n            clause (i), unless the registration statement for such offering has\n            become effective and such offering has commenced on or prior to such\n            60th day, and (C) if the registration statement for such offering\n            has become effective and such offering has commenced on or prior to\n            such 60th day, the day on which the restrictions on the Holders\n            contained in Section 10 hereof lapse, provided, however, that the\n            Company shall not be permitted to delay a requested registration in\n            reliance on this clause (i) more than once in any 12-month period;\n\n                (ii) if, while a registration request is pending pursuant to\n            this Section 2(a), the Company determines, following consultation\n            with and receiving advice from its legal counsel, that the filing of\n            a registration statement would require the disclosure of material\n            information that the Company has a bona fide business purpose for\n            preserving as confidential and the disclosure of which the Company\n            determines reasonably and in good faith would have a material\n            adverse effect on the Company, the Company shall not be required to\n            effect a registration pursuant to this Section 2(a) until the\n            earlier of (A) the date upon which such material information is\n            otherwise disclosed to the public or ceases to be material and (B)\n            90 days after the Company makes such determination;\n\n                (iii) the Company shall not be obligated to file a registration\n            statement relating to a registration request pursuant to this\n            Section 2: (A) prior to 180 days following the closing of the Public\n            Offering, (B) within a period of 90 calendar days after the\n            effective date of any other registration statement of the Company\n            demanded pursuant to this Section 2(a), or (C) if such registration\n            request is for a number of Registrable Securities having a Fair\n            Market Value on the business day immediately preceding the date of\n            such registration request of less than $100,000,000; and\n\n                                      -4-\n   5\n\n                (iv) the Company shall not be obligated to file a registration\n            statement relating to a registration request pursuant to this\n            Section 2: (A) in the case of a registration request by REI or any\n            Permitted Transferee that has acquired, in the transaction in which\n            it became a Permitted Transferee, at least a majority of the then\n            issued and outstanding Voting Stock, on more than three occasions\n            after such time as REI or such Permitted Transferee, as the case may\n            be, owns less than a majority of the voting power of the outstanding\n            capital stock of the Company (it being acknowledged that so long as\n            REI or such Permitted Transferee owns a majority of the voting power\n            of the outstanding capital stock of the Company, there shall be no\n            limit to the number of occasions on which REI or such Permitted\n            Transferee may exercise such rights), or (B) in the case of a Holder\n            other than REI or a Permitted Transferee described in clause (A)\n            above, on more than the number of occasions permitted such Holder in\n            accordance with Section 11 hereof.\n\n            (b) Notwithstanding any other provision of this Agreement to the\ncontrary:\n\n                (i) a registration requested by a Holder pursuant to this\n            Section 2 shall not be deemed to have been effected (and, therefore,\n            not requested for purposes of Section 2(a)), (A) unless the\n            registration statement filed in connection therewith has become\n            effective, (B) if after such registration statement has become\n            effective, it becomes subject to any stop order, or there is issued\n            an injunction or other order or decree of the SEC or other\n            governmental agency or court for any reason other than a\n            misrepresentation or an omission by such Holder, which injunction,\n            order or decree prohibits or otherwise materially and adversely\n            affects the offer and sale of the Registrable Securities so\n            registered prior to the completion of the distribution thereof in\n            accordance with the plan of distribution set forth in the\n            registration statement or (C) if the conditions to closing specified\n            in the purchase agreement or underwriting agreement entered into in\n            connection with such registration are not satisfied by reason of\n            some act, misrepresentation or omission by the Company and are not\n            waived by the purchasers or underwriters; and\n\n               (ii) nothing herein shall modify a Holder's obligation to pay\n            Registration Expenses, in accordance with Section 4 hereof, that are\n            incurred in connection with any withdrawn registration requested by\n            such Holder.\n\n            (c) In the event that any registration pursuant to this Section 2\nshall involve, in whole or in part, an underwritten offering, Holders owning at\nleast 50.1% of the Fair Market Value of the Registrable Securities to be\nregistered in connection with such offering shall have the right to designate an\nunderwriter reasonably satisfactory to the Company as the lead managing\nunderwriter of such underwritten offering, and the Company shall have the right\nto designate one underwriter reasonably satisfactory to such Holders as a\nco-manager of such underwritten offering.\n\n            (d) The Company shall have the right to cause the registration of\nadditional securities for sale for the account of any person (including the\nCompany) in any registration of Registrable Securities requested by any Holder\npursuant to Section 2(a) only to the extent the \n\n\n                                      -5-\n   6\n\nmanaging underwriter or other independent marketing agent for such offering (if\nany) determines that, in its opinion, the additional securities proposed to be\nsold will not materially and adversely affect the offering and sale of the\nRegistrable Securities to be registered in accordance with the intended method\nor methods of disposition then contemplated by such Holder. The rights of a\nHolder to cause the registration of additional Registrable Securities held by\nsuch Holder in any registration of Registrable Securities requested by another\nHolder pursuant to Section 2(a) shall be governed by the agreement of the\nHolders with respect thereto as provided in Section 11(a).\n\n            (e) The Company shall not be obligated to file a registration\nstatement relating to a registration request by a Holder pursuant to this\nSection 2 from and after such time as such Holder first owns Registrable\nSecurities representing (assuming for this purpose the conversion, exchange or\nexercise of all Registrable Securities then owned by such Holder that are\nconvertible into or exercisable or exchangeable for Voting Stock of the Company)\nless than 10% of the then issued and outstanding Voting Stock of the Company.\n\n         3. Piggyback Registration. If the Company at any time proposes to\nregister any of its Common Stock or any other of its securities (collectively,\n\"Other Securities\") under the Securities Act, whether or not for sale for its\nown account, in a manner which would permit registration of Registrable\nSecurities for sale for cash to the public under the Securities Act, it will at\nsuch time give prompt written notice to each Holder of its intention to do so at\nleast 10 business days prior to the anticipated filing date of the registration\nstatement relating to such registration. Such notice shall offer each such\nHolder the opportunity to include in such registration statement such number of\nRegistrable Securities as each such Holder may request. Upon the written request\nof any such Holder made within 5 business days after the receipt of the\nCompany's notice (which request shall specify the number of Registrable\nSecurities intended to be disposed of and the intended method of disposition\nthereof), the Company shall effect, in the manner set forth in Section 5, in\nconnection with the registration of the Other Securities, the registration under\nthe Securities Act of all Registrable Securities which the Company has been so\nrequested to register, to the extent required to permit the disposition (in\naccordance with such intended methods thereof) of the Registrable Securities so\nrequested to be registered, provided that:\n\n            (a) if at any time after giving written notice of its intention to\nregister any securities and prior to the effective date of such registration,\nthe Company shall determine for any reason not to register or to delay\nregistration of such securities, the Company may, at its election, give written\nnotice of such determination to the Holders and, thereupon, (A) in the case of a\ndetermination not to register, the Company shall be relieved of its obligation\nto register any Registrable Securities in connection with such registration and\n(B) in the case of a determination to delay such registration, the Company shall\nbe permitted to delay registration of any Registrable Securities requested to be\nincluded in such registration for the same period as the delay in registering\nsuch other securities, but, in either such case, without prejudice to the rights\nof the Holders under Section 2;\n\n            (b) (i) if the registration referred to in the first sentence of\nthis Section 3 is to be a registration in connection with an underwritten\noffering on behalf of either the Company or holders of securities (other than\nRegistrable Securities) of the Company (\"Other Holders\"), and the managing\nunderwriter for such offering advises the Company in writing that, in such\nfirm's \n\n                                      -6-\n   7\n\nopinion, such offering would be materially and adversely affected by the\ninclusion therein of Registrable Securities requested to be included therein\nbecause such Registrable Securities are not of the same type, class or series as\nthe securities to be offered and sold in such offering on behalf of the Company\nand\/or the Other Holders, the Company may exclude all such Registrable\nSecurities from such offering provided that the Holder is permitted to\nsubstitute for the Registrable Securities so excluded an equal number of\nRegistrable Securities of the same type, class or series as those being\nregistered by the Company or the Other Holders, if and to the extent such Holder\nowns Registrable Securities of such type, class or series or can acquire\nRegistrable Securities of such type, class or series upon exercise or conversion\nof other Registrable Securities; and\n\n            (ii) if the registration referred to in the first sentence of this\nSection 3 is to be a registration in connection with an underwritten primary\noffering on behalf of the Company, and the managing underwriter for such\noffering advises the Company in writing that, in such firm's opinion, such\noffering would be materially and adversely affected by the inclusion therein of\nthe Registrable Securities requested to be included therein because the number\nor principal amount of such Registrable Securities, considered together with the\nnumber or principal amount of securities proposed to be offered by the Company,\nexceeds the aggregate number or principal amount of securities which, in such\nfirm's opinion, can be sold in such offering without materially and adversely\naffecting the offering, the Company shall include in such registration: (1)\nfirst, all securities the Company proposes to sell for its own account (\"Company\nSecurities\") and (2) second, the number or principal amount of Registrable\nSecurities and securities, if any, requested to be included therein by Other\nHolders in excess of the number or principal amount of Company Securities which,\nin the opinion of such underwriter, can be so sold without materially and\nadversely affecting such offering (allocated pro rata among the Holders and the\nOther Holders on the basis of the number of securities (including Registrable\nSecurities) requested to be included therein by each Holder and each such Other\nHolder); and\n\n            (iii) if the registration referred to in the first sentence of this\nSection 3 is to be a registration in connection with an underwritten secondary\noffering on behalf of Other Holders made pursuant to demand registration rights\ngranted by the Company to such Other Holders (the \"Initiating Holders\"), and the\nmanaging underwriter for such offering advises the Company in writing that, in\nsuch firm's opinion, such offering would be materially and adversely affected by\nthe inclusion therein of the Registrable Securities requested to be included\ntherein because the number or principal amount of such Registrable Securities,\nconsidered together with the number or principal amount of securities proposed\nto be offered by the Initiating Holders, exceeds the aggregate number or\nprincipal amount of securities which, in such firm's opinion, can be sold in\nsuch offering without materially and adversely affecting the offering, the\nCompany shall include in such registration; (1) first, to the extent the\nregistration rights granted to an Initiating Holder permit it to exclude other\nsecurities from its registration on substantially the same basis as that set\nforth in the first sentence of Section 2(d) hereof, all securities any such\nInitiating Holder proposes to sell for its own account, and (2) second, the\nnumber or principal amount of additional securities (including Registrable\nSecurities) that such managing underwriter advises can be sold without\nmaterially and adversely affecting such offering, allocated pro rata among any\nOther Holders to which clause (1) does not apply and the Holders on the basis of\nthe number of securities (including Registrable Securities) requested to be\nincluded therein by each Holder and each such Other Holder,\n\n                                      -7-\n   8\n\n            (c) the Company shall not be required to effect any registration of\nRegistrable Securities under this Section 3 incidental to the registration of\nany of its securities in connection with stock option or other executive or\nemployee benefit or compensation plans of the Company;\n\n            (d) no registration of Registrable Securities effected under this\nSection 3 shall relieve the Company of its obligation to effect any registration\nof Registrable Securities required of the Company pursuant to Section 2 hereof;\nand\n\n            (e) the Company shall not be required to effect any registration of\nRegistrable Securities under this Section for any Holder from and after such\ntime as such Holder is able to dispose of all of its Registrable Securities\nwithin a three-month period pursuant to Rule 144.\n\n         4. Expenses. The Holders, on the one hand, by accepting Registrable\nSecurities, and the Company, on the other hand, each agree to pay one-half of\nall Registration Expenses with respect to a registration pursuant to Section 2\nhereof, provided that to the extent a registration pursuant to Section 2\nincludes the registration of shares for the Company or another person in\nconnection therewith, the Company or such other person shall pay all incremental\nexpenses of including such additional shares in the registration. The Holders'\nportion of any Registration Expenses shall be allocated among them pro rata\nbased on each Holder's number or principal amount of Registrable Securities\nincluded in such offering. The Company agrees to pay all Registration Expenses\nwith respect to a registration pursuant to Section 3 hereof. All Registration\nExpenses to be paid by the Holder shall be paid within 30 days of the delivery\nof a statement from the Company, such statements to be delivered not more\nfrequently than once every 60 days. All internal expenses of the Company or a\nHolder in connection with any offering pursuant to this Agreement, including,\nwithout limitation, the salaries and expenses of officers and employees,\nincluding in-house attorneys, shall be borne by the party incurring them. All\nSelling Expenses of the Holders participating in any registration pursuant to\nthis Agreement shall be borne by such Holders pro rata based on each Holder's\nnumber of Registrable Securities included in such registration.\n\n         5. Registration and Qualification. If and whenever the Company is\nrequired to use its best efforts to effect the registration of any Registrable\nSecurities under the Securities Act as provided in Section 2 or 3 hereof, the\nCompany, subject to Section 4 hereof, shall:\n\n            (a) prepare and file a registration statement under the Securities\nAct relating to the Registrable Securities to be offered as soon as practicable,\nbut in no event later than 30 days (45 days if the applicable registration form\nis other than Form S-3) after the date notice is given, and use its best efforts\nto cause the same to become effective within 60 days after the date notice is\ngiven (90 days if the applicable registration form is other than Form S-3);\n\n            (b) prepare and file with the SEC such amendments and supplements to\nsuch registration statement and the prospectus used in connection therewith as\nmay be necessary to keep such registration statement effective with respect to\nthe disposition of all Registrable Securities until the earlier of (i) such time\nas all of such Registrable Securities have been disposed of in accordance with\nthe intended methods of disposition set forth in such registration statement and\n(ii) the expiration of nine months after such registration statement becomes\n\n\n                                      -8-\n   9\n\neffective; provided, that such nine-month period shall be extended for such\nnumber of days that equals the number of days elapsing from (A) the date the\nwritten notice contemplated by paragraph (f) below is given by the Company to\n(B) the date on which the Company delivers to the Holders of Registrable\nSecurities the supplement or amendment contemplated by paragraph (f) below; and\nprovided further, that in the case of a registration to permit the exercise or\nexchange of Exchangeable Securities for, or the conversion of Exchangeable\nSecurities into, Registrable Securities, the time limitation contained in clause\n(ii) above shall be disregarded to the extent that, in the written opinion of\nREI's counsel delivered to the Company, such Registrable Securities are required\nto be covered by an effective registration statement under the Securities Act at\nthe time such Registrable Securities are issued upon exercise, exchange or\nconversion of Registrable Securities in order for such Registrable Securities to\nbe freely tradeable by any person who is not an Affiliate of the Company or REI;\n\n            (c) furnish to the Holders and to any underwriter of such\nRegistrable Securities such number of conformed copies of such registration\nstatement and of each such amendment and supplement thereto (in each case\nincluding all exhibits), such number of copies of the prospectus included in\nsuch registration statement (including each preliminary prospectus and any\nsummary prospectus), in conformity with the requirements of the Securities Act,\nand such other documents, as the Holders or such underwriter may reasonably\nrequest in order to facilitate the public sale of the Registrable Securities,\nand a copy of any and all transmittal letters or other correspondence to, or\nreceived from, the SEC or any other governmental agency or self-regulatory body\nor other body having jurisdiction (including any domestic or foreign securities\nexchange) relating to such offering;\n\n            (d) use its best efforts to register or qualify all Registrable\nSecurities covered by such registration statement under the securities or blue\nsky laws of such jurisdictions (domestic or foreign) as the Holders or any\nunderwriter of such Registrable Securities shall request, and use its best\nefforts to obtain all appropriate registrations, permits and consents required\nin connection therewith, and do any and all other acts and things which may be\nnecessary or advisable to enable the Holders or any such underwriter to\nconsummate the disposition in such jurisdictions of its Registrable Securities\ncovered by such registration statement; provided that the Company shall not for\nany such purpose be required to register or qualify generally to do business as\na foreign corporation in any jurisdiction wherein it is not so qualified, or to\nsubject itself to taxation in any such jurisdiction, or to consent to general\nservice of process in any such jurisdiction;\n\n            (e) (i) use its best efforts to furnish an opinion of counsel for\nthe Company addressed to the underwriters and each Holder of Registrable\nSecurities included in such registration (each a \"Selling Holder\") and dated the\ndate of the closing under the underwriting agreement (if any) (or if such\noffering is not underwritten, dated the effective date of the registration\nstatement), and (ii) use its best efforts to furnish a \"cold comfort\" letter\naddressed to each Selling Holder, if permissible under applicable accounting\npractices, and signed by the independent public accountants who have audited the\nCompany's financial statements included in such registration statement, in each\nsuch case covering substantially the same matters with respect to such\nregistration statement (and the prospectus included therein) as are customarily\ncovered in opinions of issuer's counsel and in accountants' letters delivered to\nunderwriters in underwritten public offerings of securities and such other\nmatters as the Selling Holders may \n\n\n                                      -9-\n   10\n\nreasonably request and, in the case of such accountants' letter, with respect to\nevents subsequent to the date of such financial statements;\n\n            (f) immediately notify the Selling Holders in writing (i) at any\ntime when a prospectus relating to a registration pursuant to Section 2 or 3\nhereof is required to be delivered under the Securities Act of the happening of\nany event as a result of which the prospectus included in such registration\nstatement, as then in effect, includes an untrue statement of a material fact or\nomits to state any material fact required to be stated therein or necessary to\nmake the statements therein, in light of the circumstances under which they were\nmade, not misleading, and (ii) if any request by the SEC or any other regulatory\nbody or other body having jurisdiction for any amendment of or supplement to any\nregistration statement or other document relating to such offering, and in\neither such case (i) or (ii) at the request of the Selling Holders, subject to\nSection 4 hereof, prepare and furnish to the Selling Holders a reasonable number\nof copies of a supplement to or an amendment of such prospectus as may be\nnecessary so that, as thereafter delivered to the purchasers of such Registrable\nSecurities, such prospectus shall not include an untrue statement of a material\nfact or omit to state a material fact required to be stated therein or necessary\nto make the statements therein, in light of the circumstances under which they\narc made, not misleading;\n\n            (g) use its best efforts to list all such Registrable Securities\ncovered by such registration on each securities exchange and inter-dealer\nquotation system on which the Common Stock is then listed, with expenses in\nconnection therewith (not including any future periodic assessments or fees for\nsuch additional listing, which shall be paid by the Company) to be paid in\naccordance with Section 4 hereof;\n\n            (h) use its best efforts to list all Registrable Securities covered\nby such registration statement on any securities exchange or inter-dealer\nquotation system (in each case, domestic or foreign) not described in paragraph\n(g) above as the Selling Holders or any underwriter of such Registrable\nSecurities shall request, and use its best efforts to obtain all appropriate\nregistrations, permits and consents required in connection therewith, and to do\nany and all other acts and things which may be necessary or advisable to effect\nsuch listing; provided, however, that, (i) notwithstanding Section 4, the\nHolders of the Registrable Securities to be so listed shall pay all costs and\nexpenses incurred by the Company in connection with such listing and (ii) the\nCompany shall have no obligation to use its best efforts to so list Registrable\nSecurities if in the good faith opinion of counsel for the Company such listing\nshall impose on the Company an ongoing material compliance obligation;\n\n            (i) to the extent reasonably requested by the lead or managing\nunderwriters in connection with any underwritten offering, send appropriate\nofficers of the Company to attend any \"road shows\" scheduled in connection with\nany such registration; and\n\n            (j) furnish for delivery in connection with the closing of any\noffering of Registrable Securities unlegended certificates representing\nownership of the Registrable Securities being sold in such denominations as\nshall be requested by the Selling Holders or the underwriters.\n\n                                      -10-\n   11\n\n\n\n         6. Exchangeable Securities. REI shall be entitled, if it intends to\noffer any options, rights, warrants or other securities issued or to be issued\nby it or any other person that are exercisable or exchangeable for or\nconvertible into any Registrable Securities (\"Exchangeable Securities\"), to\nregister the Registrable Securities underlying such options, rights, warrants or\nother securities pursuant to (and subject to the limitations contained in)\nSection 2 of this Agreement.\n\n         7. Underwriting; Due Diligence.\n\n            (a) If requested by the underwriters for any underwritten offering\nof Registrable Securities pursuant to a registration requested under this\nAgreement, the Company shall enter into an underwriting agreement, with such\nunderwriters for such offering, such agreement to contain such representations\nand warranties by the Company and such other terms and provisions as are\ncustomarily contained in underwriting agreements with respect to secondary\ndistributions, including, without limitation, indemnities and contribution\nsubstantially to the effect and to the extent provided in Section 8 hereof and\nthe provision of opinions of counsel and accountants' letters to the effect and\nto the extent provided in Section 5(e) hereof. The Selling Holders on whose\nbehalf the Registrable Securities are to be distributed by such underwriters\nshall be parties to any such underwriting agreement and the representations and\nwarranties by, and the other agreements on the part of, the Company to and for\nthe benefit of such underwriters, shall also be made to and for the benefit of\nsuch Selling Holders. Such underwriting agreement shall also contain such\nrepresentations and warranties by the Selling Holders on whose behalf the\nRegistrable Securities are to be distributed as are customarily contained in\nunderwriting agreements with respect to secondary distributions. The Selling\nHolders may require that any additional securities included in an offering\nproposed by a Holder be included on the same terms and conditions as the\nRegistrable Securities that are included therein.\n\n            (b) In the event that any registration pursuant to Section 3 shall\ninvolve, in whole or in part, an underwritten offering, the Company may require\nthe Registrable Securities requested to be registered pursuant to Section 3 to\nbe included in such underwritten offering on the same terms and conditions as\nshall be applicable to the other securities being sold through underwriters\nunder such registration. If requested by the underwriters for such underwritten\noffering, the Selling Holders on whose behalf the Registrable Securities are to\nbe distributed shall enter into an underwriting agreement with such\nunderwriters, such agreement to contain such representations and warranties by\nthe Selling Holders and such other terms and provisions as are customarily\ncontained in underwriting agreements with respect to secondary distributions,\nincluding, without limitation, indemnities and contribution substantially to the\neffect and to the extent provided in Section 8 hereof. Such underwriting\nagreement shall also contain such representations and warranties by the Company\nand such other person or entity for whose account securities are being sold in\nsuch offering as are customarily contained in underwriting agreements with\nrespect to secondary distributions.\n\n            (c) In connection with the preparation and filing of each\nregistration statement registering Registrable Securities under the Securities\nAct, the Company shall give the Holders of such Registrable Securities and the\nUnderwriters, if any, and their respective counsel and accountants, such\nreasonable and customary access to its banks and records and such \n\n\n                                      -11-\n   12\n\nopportunities to discuss the business of the Company with its officers and the\nindependent public accountants who have certified the Company's financial\nstatements as shall be necessary, in the opinion of such Holders and such\nunderwriters or their respective counsel, to conduct a reasonable investigation\nwithin the meaning of the Securities Act.\n\n         8. Indemnification and Contribution.\n\n            (a) In the case of each offering of Registrable Securities made\npursuant to this Agreement, the Company agrees to indemnify and hold harmless\neach Holder, its officers and directors, each underwriter of Registrable\nSecurities so offered and each person, if any, who controls any of the foregoing\npersons within the meaning of the Securities Act, from and against any and all\nclaims, liabilities, losses, damages, expenses and judgments, joint of several,\nto which they or any of them may become subject, under the Securities Act or\notherwise, including any amount paid in settlement of any litigation commenced\nor threatened, and shall promptly reimburse them, as and when incurred, for any\nreasonable legal or other expenses incurred by them in connection with\ninvestigating any claims and defending any actions, insofar as such losses,\nclaims, damages, liabilities or actions shall arise out of, or shall be based\nupon, any untrue statement or alleged untrue statement of a material fact\ncontained in the registration statement (or in any preliminary or final\nprospectus included therein) or any amendment thereof or supplement thereto, or\nin any document incorporated by reference therein, or any omission or alleged\nomission to state therein a material fact required to be stated therein or\nnecessary to make the statements therein not misleading; provided, however, that\nthe Company shall not be liable to a particular Holder in any such case to the\nextent that any such loss, claim, damage, liability or action arises out of, or\nis based upon, any untrue statement or alleged untrue statement, or any\nomission, if such statement or omission shall have been made in reliance upon\nand in conformity with information relating to such Holder furnished to the\nCompany in writing by or on behalf of such Holder specifically for use in the\npreparation of the registration statement (or in any preliminary or final\nprospectus included therein) or any amendment thereof or supplement thereto.\nSuch indemnity shall remain in full force and affect regardless of any\ninvestigation made by or on behalf of a Holder and shall survive the transfer of\nsuch securities. The foregoing indemnity agreement is in addition to any\nliability which the Company may otherwise have to each Holder, any of such\nHolder's directors or officers, underwriters of the Registrable Securities or\nany controlling person of the foregoing; provided, further, that this indemnity\ndoes not apply in favor of any underwriter or person controlling an underwriter\n(or if a Selling Holder offers Registrable Securities directly without an\nunderwriter, the Selling Holder) with respect to any loss, liability, claim,\ndamage or expense arising out of or based upon any untrue statement or alleged\nuntrue statement or omission or alleged omission in any preliminary prospectus\nif a copy of a final prospectus was not sent or given by or on behalf of an\nunderwriter (or the Selling Holder, if the Selling Holder offered the\nRegistrable Securities directly without an underwriter) to the person asserting\nsuch loss, claim, damage, liability or action at or prior to the written\nconfirmation of the sale of the Registrable Securities as required by the\nSecurities Act and such untrue statement or omission had been corrected in such\nfinal prospectus.\n\n            (b) In the case of each offering made pursuant to this Agreement,\neach Holder of Registrable Securities included in such offering, by exercising\nits registration rights hereunder, agrees to indemnify and hold harmless the\nCompany, its officers and directors and each person, if any, who controls any of\nthe foregoing within the meaning of the Securities Act (and if \n\n\n                                      -12-\n   13\n\nrequested by the underwriters, each underwriter who participates in the offering\nand each person, if any, who controls any such underwriter within the meaning of\nthe Securities Act), from and against any and all claims, liabilities, losses,\ndamages, expenses and judgments, joint or several, to which they or any of them\nmay become subject, under the Securities Act or otherwise, including any amount\npaid in settlement of any litigation commenced or threatened, and shall promptly\nreimburse them, as and when incurred, for any legal or other expenses incurred\nby them in connection with investigating any claim and defending any actions,\ninsofar as any such losses, claims, damages, liabilities or actions shall arise\nout of, or shall be based upon, any untrue statement or alleged untrue statement\nof a material fact contained in the registration statement (or in any\npreliminary or final prospectus included therein) or any amendment thereof or\nsupplement thereto, or any omission or alleged omission to state therein a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading, but in each case only to the extent that such untrue\nstatement of a material fact is contained in, or such material fact is omitted\nfrom, information relating to such Holder furnished in writing to the Company by\nor on behalf of such Holder specifically for use in the preparation of such\nregistration statement (or in any preliminary or final prospectus included\ntherein). The foregoing indemnity is in addition to any liability which such\nHolder may otherwise have to the Company, any of its directors or officers,\nunderwriters of the Registrable Securities or any controlling person of the\nforegoing; provided, however, that this indemnity does not apply in favor of any\nunderwriter or person controlling an underwriter (or if the Company offers\nRegistrable Securities directly without an underwriter, the Company) with\nrespect to any loss, liability, claim, damage or expense arising out of or based\nupon any untrue statement or alleged untrue statement or omission or alleged\nomission in any preliminary prospectus if a copy of a final prospectus was not\nsent or given by or on behalf of an underwriter (or the Company, if the Company\noffered the Registrable Securities directly without an underwriter) to the\nperson asserting such loss, claim, damage, liability or action at or prior to\nthe written confirmation of the sale of the Registrable Securities as required\nby the Securities Act and such untrue statement or omission had been corrected\nin such final prospectus.\n\n         (c) Each party indemnified under Paragraph (a) or (b) of this Section 8\nshall, promptly after receipt of notice of any claim or the commencement of any\naction against such indemnified party in respect of which indemnity may be\nsought, notify the indemnifying party in writing of the claim or the\ncommencement thereof; provided that the failure to notify the indemnifying party\nshall not relieve it from any liability which it may have to an indemnified\nparty on account of the indemnity agreement contained in paragraph (a) or (b) of\nthis Section 8, except to the extent the indemnifying party was materially\nprejudiced by such failure, and in no event shall relieve the indemnifying party\nfrom any other liability which it may have to such indemnified party. If any\nsuch claim or action shall be brought against an indemnified party, and it shall\nnotify the indemnifying party thereof, the indemnifying party shall be entitled\nto participate therein, and, to the extent that it wishes, jointly with any\nother similarly notified indemnifying party, to assume the defense thereof with\ncounsel reasonably satisfactory to the indemnified party. After notice from the\nindemnifying party to the indemnified party of its election to assume the\ndefense of such claim or action, the indemnifying party shall not be liable to\nthe indemnified party under this Section 8 for any legal or other expenses\nsubsequently incurred by the indemnified party in connection with the defense\nthereof other than reasonable costs of investigation; provided that each\nindemnified party, its officers and directors, if any, and each person, if any,\nwho controls such indemnified party within the meaning of the Securities \n\n\n                                      -13-\n   14\n\nAct, shall have the right to employ separate counsel reasonably approved by the\nindemnifying party to represent them if the named parties to any action\n(including any impleaded parties) include both such indemnified party and an\nindemnifying party or an Affiliate of an indemnifying party, and such\nindemnified party shall have been advised by counsel a conflict may exist\nbetween such indemnified party and such indemnifying party or such Affiliate\nthat makes representation by the same counsel inadvisable, and in that event the\nfees and expenses of one such separate counsel for all such indemnified parties\nshall be paid by the indemnifying party. An indemnified party will not enter\ninto any settlement agreement which is not approved by the indemnifying party,\nsuch approval not to be unreasonably withheld. The indemnifying party may not\nagree to any settlement of any such claim or action which provides for any\nremedy or relief other than monetary damages for which the indemnifying party\nshall be responsible hereunder, without the prior written consent of the\nindemnified party, which consent shall not be unreasonably withheld. In any\naction hereunder as to which the indemnifying party has assumed the defense\nthereof with counsel reasonably satisfactory to the indemnified party, the\nindemnified party shall continue to be entitled to participate in the defense\nthereof, with counsel of its own choice, but, except as set forth above, the\nindemnifying party shall not be obligated hereunder to reimburse the indemnified\nparty for the costs thereof. In all instances, the indemnified party shall\ncooperate fully with the indemnifying party or its counsel in the defense of\nsuch claim or action.\n\n         (d) If the indemnification provided for in this Section 8 shall for any\nreason be unavailable to or insufficient to hold harmless an indemnified party\nin respect of any loss, claim, damage or liability, or any action in respect\nthereof, referred to herein, then each indemnifying party shall, in lieu of\nindemnifying such indemnified party, contribute to the amount paid or payable by\nsuch indemnified party as a result of such loss, claim, damage or liability, or\naction in respect thereof, in such proportion as shall be appropriate to reflect\nthe relative fault of the indemnifying party on the one hand and the indemnified\nparty on the other with respect to the statements or omissions which resulted in\nsuch loss, claim, damage or liability, or action in respect thereof, as well as\nany other relevant equitable considerations. The relative fault shall be\ndetermined by reference to whether the untrue or alleged untrue statement of a\nmaterial fact or omission or alleged omission to state a material fact relates\nto information supplied by the indemnifying party on the one hand or the\nindemnified party on the other, the intent of the parties and their relative\nknowledge, access to information and opportunity to correct or prevent such\nstatement or omission, but not by reference to any indemnified party's stock\nownership in the Company. In no event, however, shall a Holder be required to\ncontribute in excess of the amount of the net proceeds received by such Holder\nin connection with the sale of Registrable Securities in the offering which is\nthe subject of such loss, claim, damage or liability. The amount paid or payable\nby an indemnified party as a result of the loss, claim, damage or liability, or\naction in respect thereof, referred to above in this paragraph shall be deemed\nto include, for purposes of this paragraph, any legal or other expenses\nreasonably incurred by such indemnifying party in connection with investigating\nor defending any such action or claim. No person guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)\nshall be entitled to contribution from any person who was not guilty of such\nfraudulent misrepresentation.\n\n         9. Rule 144. The Company shall take such measures and file such\ninformation, documents and reports as shall be required by the SEC as a\ncondition to the availability of Rule 144 (or any successor provision). The\nCompany shall use its best efforts to cause all conditions \n\n\n                                      -14-\n   15\n\nto the availability of Form S-3 (or any successor form thereto) under the\nSecurities Act for the filing of registration statements under this Agreement to\nbe met as soon as possible after the completion of the Public Offering.\n\n         10. Holdback.\n\n            (a) Each Holder agrees by the acquisition of Registrable Securities,\nif so required by the managing underwriter of any offering of equity securities\nby the Company, not to sell, make any short sale of, loan, grant any option for\nthe purchase of, effect any public sale or distribution of or otherwise dispose\nof any Registrable Securities owned by such Holder, during the 30 days prior to\nand the 90 days after the registration statement relating to such offering has\nbecome effective (or such shorter period as may be required by the underwriter),\nexcept as part of such underwritten offering. Notwithstanding the foregoing\nsentence, each Holder subject to the foregoing sentence shall be entitled to\nsell during the foregoing period any securities of the Company owned by it in a\nprivate sale. The Company may legend and may impose stop transfer instructions\non any certificate evidencing Registrable Securities relating to the\nrestrictions provided for in this Section 10.\n\n            (b) The Company agrees, if so required by the managing underwriter\nof any offering of Registrable Securities, not to sell, make any short sale of,\nloan, grant any option for the purchase of (other than pursuant to employee\nbenefit plans), effect any public sale or distribution of or otherwise dispose\nof any of its equity securities during the 30 days prior to and the 90 days\nafter any underwritten registration pursuant to Section 2 or 3 hereof has become\neffective, except as part of such underwritten registration and except pursuant\nto registrations on Form S-4, S-8 or any successor or similar forms thereto.\n\n         11. Transfer of Registration Rights.\n\n            (a) A Holder may transfer all or any portion of its rights under\nthis Agreement to any transferee of Registrable Securities that represent\n(assuming the conversion, exchange or exercise of all Registrable Securities so\ntransferred that are convertible into or exercisable or exchangeable for the\nCompany's Voting Stock) at least 20% of the then issued and outstanding Voting\nStock of the Company (each, a \"Permitted Transferee\"); provided, however, that\n(i) with respect to any transferee of less than a majority but more than 30% of\nthe then issued and outstanding Voting Stock, the Company shall not be obligated\nto file a registration statement pursuant to a registration request made by such\ntransferee pursuant to Section 2 hereof on more than two occasions, and (ii)\nwith respect to any transferee of 30% or less of the then issued and outstanding\nVoting Stock, the Company shall not be obligated to file a registration\nstatement pursuant to a registration request made by such transferee pursuant to\nSection 2 hereof on more than one occasion. No transfer of registration rights\npursuant to this Section shall be effective unless the Company has received\nwritten notice from the Holder of an intention to transfer at least 20 days\nprior to the Holder's entering into a binding agreement to transfer Registrable\nSecurities (10 days in the event of an unsolicited offer). Such notice need not\ncontain proposed terms or name a proposed Permitted Transferee. On or before the\ntime of the transfer, the Company shall receive a written notice stating the\nname and address of any Permitted Transferee and identifying the number and\/or\naggregate principal amount of Registrable Securities with respect to which the\nrights under this Agreement are being transferred and the scope of the rights \n\n\n                                      -15-\n   16\n\nso transferred. In connection with any such transfer, the term REI as used in\nthis Agreement (other than in Section 2(a)(iv)) shall, where appropriate to\nassign the rights and obligations hereunder to such Permitted Transferee, be\ndeemed to refer to the Permitted Transferee of such Registrable Securities. REI\nand any Permitted Transferees may exercise the registration rights hereunder in\nsuch priority, as among themselves, as they shall agree among themselves, and\nthe Company shall observe any such agreements of which it shall have notice as\nprovided above.\n\n         (b) After any such transfer, the transferring Holder shall retain its\nrights under this Agreement with respect to all other Registrable Securities\nowned by such transferring Holder.\n\n         (c) Upon the request of the transferring Holder, the Company shall\nexecute an agreement with a Permitted Transferee substantially similar to this\nAgreement.\n\n         12. Miscellaneous.\n\n         (a) Injunctions. Each party acknowledges and agrees that irreparable\ndamage would occur in the event that any of the provisions of this Agreement was\nnot performed in accordance with its specific terms or was otherwise breached.\nTherefore, each party shall be entitled to an injunction or injunctions to\nprevent breaches of the provisions of this Agreement and to enforce specifically\nthe terms and provisions hereof in any court having jurisdiction, such remedy\nbeing in addition to any other remedy to which such party may be entitled at law\nor in equity.\n\n         (b) Severability. If any term or provision of this Agreement is held by\na court of competent jurisdiction to be invalid, void or unenforceable, the\nremainder of the terms and provisions set forth herein shall remain in full\nforce and effect and shall in no way be affected, impaired or invalidated, and\neach of the parties shall use its best efforts to find and employ an alternative\nmeans to achieve the same or substantially the same result as that contemplated\nby such term or provision.\n\n            (c) Further Assurances. Subject to the specific terms of this\nAgreement, each of the parties hereto shall make, execute, acknowledge and\ndeliver such other instruments and documents, and take all such other actions,\nas may be reasonably required in order to effectuate the purposes of this\nAgreement and to consummate the transactions contemplated hereby.\n\n            (d) Waivers, etc. Except as otherwise expressly set forth in this\nAgreement, no failure or delay on the part of either party in exercising any\npower or right hereunder shall operate as a waiver thereof, nor shall any single\nor partial exercise of any such right or power, or any abandonment or\ndiscontinuance of steps to enforce such a right or power, preclude any other or\nfurther exercise thereof or the exercise of any other right or power. Except as\notherwise expressly set forth in this Agreement, no modification or waiver of\nany provision of this Agreement nor consent to any departure therefrom shall in\nany event be effective unless the same shall be in writing and signed by an\nauthorized officer of each of the parties, and then such waiver or consent shall\nbe effective only in the specific instance and for the purpose for which given.\n\n                                      -16-\n   17\n\n            (e) Entire Agreement. This Agreement contains the final and complete\nunderstanding of the parties with respect to its subject matter. This Agreement\nsupersedes all prior agreements and understandings between the parties, whether\nwritten or oral, with respect to the subject matter hereof. The paragraph\nheadings contained in this Agreement are for reference purposes only, and shall\nnot affect in any manner the meaning or interpretation of this Agreement\n\n            (f) Counterparts. For the convenience of the parties, this Agreement\nmay be executed in any number of counterparts, each of which shall be deemed to\nbe an original but all of which together shall be one and the same instrument.\n\n            (g) Amendment. This Agreement may be amended only by a written\ninstrument duly executed by an authorized officer of each of the parties.\n\n            (h) Notices. Unless expressly provided herein, all notices, claims,\ncertificates, requests, demands and other communications hereunder shall be in\nwriting and shall be deemed to be duly given (i) when personally delivered or\n(ii) if mailed registered or certified mail, postage prepaid, return receipt\nrequested, on the date the return receipt is executed or the letter refused by\nthe addressee or its agent or (iii) if sent by overnight courier which delivers\nonly upon the signed receipt of the addressee, on the date the receipt\nacknowledgment is executed or refused by the addressee or its agent or (iv) if\nsent by facsimile or other generally accepted means of electronic transmission,\non the date confirmation of transmission is received (provided that a copy of\nany notice delivered pursuant to this clause (iv) shall also be sent pursuant to\nclause (ii) or (iii)), addressed as follows or sent by facsimile to the\nfollowing number (or to such other address or facsimile number for a party as it\nshall have specified by like notice):\n\n            (i)   if to REI, to:\n\n                  Reliant Energy, Incorporated\n                  1111 Louisiana Street\n                  Houston, Texas\n                  Attention:  Chief Executive Officer\n\n            (ii)  if to the Company, to\n\n                  Reliant Resources, Inc.\n                  1111 Louisiana Street\n                  Houston, Texas\n                  Attention:  Chief Executive Officer\n\n            (iii) if to a Holder of Registrable Securities, to the name and\n       address as the same appear in the security transfer books of the Company,\n\nor to such other address as either party (or other Holders of Registrable\nSecurities) may, from time to time, designate in a written notice in a like\nmanner.\n\n                                      -17-\n   18\n\n            (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED\nIN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE\nCONFLICTS OF LAWS PRINCIPLES THEREOF.\n\n            (j) Assignment. Except as specifically provided herein, the parties\nmay not assign their rights under this Agreement. The Company may not delegate\nits obligations under this Agreement.\n\n            (k) Conflicting Agreements. The Company shall not hereafter grant\nany rights to any person to register securities of the Company, the exercise of\nwhich would conflict with the rights granted to the Holders of the Registrable\nSecurities under this Agreement. The Company shall not hereafter grant to any\nperson demand registration rights permitting it to exclude the Holders from\nincluding Registrable Securities in a registration on behalf of such person on a\nbasis more favorable than that set forth in Section 2(d) hereof with respect to\nthe Holders.\n\n            (l) Resolution of Disputes. If a dispute, claim or controversy\nresults from or arises out of or in connection with this Agreement, the parties\nagree to use the procedures set forth in Article IX of the Separation Agreement,\nin lieu of other available remedies, to resolve the same.\n\n\n\n\n                                      -18-\n   19\n\n\n                  IN WITNESS WHEREOF, REI and the Company have caused this\nAgreement to be duly executed by their authorized representative as of the date\nfirst above written.\n\n\n                                     RELIANT ENERGY, INCORPORATED\n\n\n                                     By: \/s\/  David M. McClanahan       \n                                         ----------------------------------\n                                              David M. McClanahan\n                                              Vice Chairman\n\n\n\n                                     RELIANT RESOURCES, INC.\n\n\n                                     By: \/s\/  R. S. Letbetter     \n                                         ----------------------------------\n                                              R. S. Letbetter\n                                              Chairman, President and\n                                              Chief Executive Officer\n\n\n\n\n                                      -19-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8672,8673],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9632,9629],"class_list":["post-43884","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-reliant-energy-inc","corporate_contracts_companies-reliant-resources-inc","corporate_contracts_industries-utilities__electric","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43884","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43884"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43884"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43884"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43884"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}