SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.3

J AZZ P HARMACEUTICALS , I NC .

SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

June 24, 2005

J AZZ P HARMACEUTICALS , I NC .

SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the " Agreement ") is made as of June 24, 2005, by and among Jazz Pharmaceuticals, Inc., a Delaware corporation (the " Company "), and the holders of Common Stock, Preferred Stock and/or warrants to purchase the Series BB Preferred Stock of the Company listed on the attached Exhibit A (collectively, the " Investors ").

RECITALS

A. The Company has issued to certain of the Investors warrants, dated as of the date hereof (the " Series BB Warrants "), to purchase in the aggregate 8,695,652 shares of the Company’s Series BB Preferred Stock (the " Series BB Preferred Stock "), pursuant to a Senior Secured Note and Warrant Purchase Agreement, dated June 24, 2005, by and among the Company and certain of the Investors (the " Note and Warrant Purchase Agreement ").

B. The Company and certain of the Investors have previously entered into an Amended and Restated Investor Rights Agreement dated February 18, 2004 (the " Prior Agreement ") in connection with the sale by the Company of the Company’s Series B Preferred Stock and Series B Prime ( " Series B/P " ) Preferred Stock.

C. In connection with the purchase and sale of the Series BB Warrants pursuant to the Note and Warrant Purchase Agreement, the Company and Investors desire (i) to provide for certain rights of the Investors and (ii) to supersede and replace the Prior Agreement with this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Certain Definitions . As used in this Agreement, the following terms shall have the following respective meanings:

1.1 " Affiliate " shall mean, with respect to any Person, a Person directly or indirectly controlling, controlled by, or under common control with, such Person provided , however , that, except for purposes of Section 14.2, no Series BB Holder shall be considered an Affiliate of any other Person except to the extent, and only to the extent, that such Series BB Holder holds Convertible Securities (or shares of Common Stock issued upon conversion thereof) other than Series BB Preferred Stock (or shares of Common Stock issued upon conversion thereof).

1.2 " Change of Control " means (i) a sale of all or substantially all of the assets of the Company to a Person that is neither an Initial B/P Holder nor an Affiliate of

an Initial B/P Holder, or to a Group that does not include an Initial B/P Holder or an Affiliate of an Initial B/P Holder, or a sale of all or substantially all of the assets of the Company to a Person in which the stockholders of the Company immediately prior to such transaction do not control more than 50% of the voting power immediately following the transaction; (ii) a transaction or series of related transactions by the Company (other than transaction(s) determined by the Board of Directors to be primarily for cash financing purposes) or by any stockholder or stockholders of the Company resulting in more than 50% of the voting power of the Company being held by a Person that is neither an Initial B/P Holder nor an Affiliate of an Initial B/P Holder, or by a Group that does not include an Initial B/P Holder or an Affiliate of an Initial B/P Holder; (iii) a merger or consolidation of the Company with or into a Person that is neither an Initial B/P Holder nor an Affiliate of an Initial B/P Holder, or with or into a Group that does not include an Initial B/P Holder or an Affiliate of an Initial B/P Holder, if and only if, after such merger or consolidation, directors of the Company immediately prior to such merger or consolidation do not constitute a majority of the directors of the surviving entity or its parent.

1.3 " Commission " shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

1.4 " Control " shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended (the "Securities Act").

1.5 " Convertible Securities " shall mean the shares of Series A Preferred Stock, Series B Preferred Stock, Series B/P Preferred Stock and Series BB Preferred Stock held from time to time by the Investors and their permitted assigns.

1.6 " Defaulting Investor " shall have the meaning given to such term in the Stock Purchase Agreement, dated January 27, 2004 between the Company and certain Investors (as the same may be amended from time to time in accordance with the terms thereof, the " Purchase Agreement ").

1.7 " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

1.8 " Form S-1 " shall mean Form S-1 issued by the Commission or any comparable or successor form or forms then in effect.

1.9 " Form S-3 " shall mean Form S-3 issued by the Commission or any comparable or successor form or forms then in effect.

1.10 "Group" means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of or voting securities of the Company.

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1.11 " Holder " shall mean any holder of outstanding Registrable Securities which have not been sold to the public, but only if such holder is one of the Investors or an assignee or transferee of registration rights as permitted by Section 14.

1.12 " Initial B/P Holder " shall mean a Person that holds any shares of Series B/P Preferred as of the date the first share of Series B/P Preferred is issued.

1.13 " KKR " shall mean Kohlberg Kravis Roberts & Co., L.P. and its Affiliates.

1.14 " Managers " shall mean Samuel R. Saks, Bruce C. Cozadd, Robert M. Myers, Matthew K. Fust, Carol A. Gamble and Janne L.T. Wissel.

1.15 " Material Adverse Event " shall mean any change, event or effect that is materially adverse to the general affairs, business, operations, assets, prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole.

1.16 " New Securities " shall mean any capital stock of the Company, whether authorized or not, and any rights, options, or warrants to purchase said capital stock, any securities or instruments containing equity-like features (including without limitation stock appreciation rights and phantom stock), and securities of any type whatsoever that are, or may become, convertible into or exercisable for said capital stock; provided, however, that "New Securities" does not include (a) the Convertible Securities outstanding as of the date hereof or issued or issuable pursuant to the Purchase Agreement or the Company’s Common Stock issuable upon conversion of the Convertible Securities or the Company’s Series B Preferred Stock issuable upon conversion of the Series B/P Preferred Stock; (b) Common Stock or options to purchase Common Stock issued to the Company’s officers, directors, employees, consultants, and advisors pursuant to a stock option plan of the Company or other agreement or arrangement approved by the Company’s Board of Directors; (c) securities issued as a dividend or distribution with respect to the Convertible Securities; (d) securities issued in connection with equipment leasing, real estate, bank financing or similar transactions approved by the Company’s Board of Directors; (e) securities issued pursuant to the acquisition of a product or technology, the acquisition of another corporation or entity by consolidation, corporate reorganization, or merger, or purchase of all or substantially all of the assets or capital stock of such corporation or entity, each as approved by the Company’s Board of Directors; (f) securities issued in connection with the exercise of warrants, notes or other rights to acquire securities of the Company (excluding the options described in subsection (b) of this Section 1.16) approved by the Board of Directors; (g) securities issued without consideration pursuant to stock dividends, subdivisions, recapitalizations, stock splits or other similar transactions approved by the Company’s Board of Directors; (h) non-convertible debt securities issued in connection with the Banc of America Debt (as defined in the Purchase Agreement); and (i) any other

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securities issued with the approval of the Company’s Board of Directors in connection with the settlement of any suit, action, claim, proceeding or investigation to which the Company is a party.

1.17 " Person " means an individual, partnership, corporation, limited liability company, limited partnership, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

1.18 The term " Preferred Stock " shall mean the Series A Preferred Stock, Series B Preferred Stock, Series B/P Preferred Stock and Series BB Preferred Stock of the Company.

1.19 The terms " Register ", " Registered ", and " Registration " refer to a registration effected by preparing and filing a registration statement on Form S-1, S-2 or S-3 in compliance with the Securities Act (" Registration Statement "), and the declaration or ordering of the effectiveness of such Registration Statement.

1.20 " Registrable Securities " shall mean (i) any Common Stock now owned or hereafter acquired by a Manager, (ii) the Common Stock issued or issuable upon conversion of the Convertible Securities, and (iii) any Common Stock issued (or issuable upon conversion or exercise of any warrant, right or other security which is issued) upon stock dividends, subdivisions, stock splits, recapitalization, merger or other distributions with respect to, or in exchange for, or in replacement of, such securities identified in clauses (i) and (ii) and this clause (iii), excluding, however, (iv) any Registrable Securities previously sold to the public and (v) any Registrable Securities sold by a person in a transaction in which its rights under this Agreement are not assigned.

1.21 " Registration Expenses " shall mean (a) all expenses incurred by the Company or its subsidiaries in complying with Sections 5, 6 or 7 of this Agreement, including, without limitation, all federal and state registration, qualification, and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any regular or special audits incident to or required by any such registration, and (b) the expenses of one special counsel for all Holders (if different from counsel to the Company) up to $45,000 and one special counsel for all Managers (if different from counsel to the Company) up to $45,000.

1.22 " Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

1.23 " Selling Expenses " shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement, and all fees and disbursements of counsel to the Holders and the Managers that are not included in Registration Expenses.

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1.24 " Series BB Holder " means a holder of Series BB Warrants or Series BB Preferred Stock (or shares of Common Stock issued upon conversion thereof).

1.25 " Trigger Persons " shall mean Samuel Saks and Bruce Cozadd.

2. Financial Statements and Reports to Stockholders .

2.1 Annual and Quarterly Statements . For so long as an Investor and its Affiliates hold at least 500,000 shares of Convertible Securities or Common Stock issued upon conversion thereof (as adjusted for combinations, consolidations, subdivisions, stock splits and the like with respect to such shares), the Company shall deliver to such Investor:

(a) as soon as practicable after the end of each fiscal year of the Company and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such year and consolidated statements of income, stockholders’ equity and cash flow for such year, which year-end financial reports shall be in reasonable detail and, prepared in accordance with generally accepted accounting principles and, commencing with the year-end financial reports for 2004, shall be audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; and

(b) as soon as practicable after the end of each quarter of any fiscal year, and in any event within 45 days thereafter, a consolidated balance sheet of the Company as of the end of each such quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such quarter and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles (except for required footnotes and year-end adjustments).

2.2 Monthly Statements; Annual Budget . For so long as an Investor and its Affiliates hold at least 1% of the outstanding shares of Convertible Securities (including, for purposes of calculating the numerator and denominator, Common Stock issued upon conversion thereof), the Company will deliver to such Investor:

(a) within 30 days of the end of each month, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date; and

(b) by the beginning of the Company’s fiscal year, an operating budget and plan (the " Plan ") respecting the next fiscal year.

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2.3 Inspection . The Company shall permit each Investor that together with its Affiliates holds at least 500,000 shares of Convertible Securities (including Common Stock issued upon conversion thereof, and as adjusted for combinations, consolidations, subdivisions, stock splits and the like with respect to any such shares), at such Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances, and accounts with its officers, all at such reasonable times as may be requested by each such Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.3 to provide any information which it reasonably considers to be a trade secret or confidential information.

2.4 Confidentiality . Each Investor agrees that it will keep confidential and will not use (except in connection with the evaluation or monitoring of its investment or its representative’s service on the Board of Directors of the Company), disclose or divulge for a period of three years after receipt any information regarding the Company and its business which such Investor may obtain from the Company pursuant to this Section 2, and which the Company has marked or otherwise specifically identified to the Investor as being confidential either orally or in writing, unless such information is known, or until such information becomes known, to the public through no fault of such Investor or its agents, or unless the Board of Directors, Chief Executive Officer, President or General Counsel of the Company gives his or her written consent to the Investor’s release of such information, except that no such written consent shall be required (and the Investor shall be free to release such information) if such information is to be provided to the Investor’s counsel or accountant, or to an officer, director, general partner, limited partner, stockholder, investment counselor or advisor of an Investor or such Investor’s Affiliate, or employee of an Investor or such Investor’s Affiliate with a need to know such information; provided that any such counsel, accountant, officer, director, general partner, limited partner, stockholder, investment counselor or advisor, or employee is subject to confidentiality obligations no less restrictive in any material respects than the provisions of this Section 2.4. Notwithstanding the foregoing, this Section 2.4 shall not apply (a) to information which an Investor learns from a third party with the right to make such disclosure, provided such Investor complies with the restrictions imposed by the third party, (b) to information which is in an Investor’s possession prior to the time of disclosure by the Company and not acquired by such Investor under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) an Investor is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) an Investor is required to disclose such information by court order, (e) to general and summary information disclosed to an Investor’s or such Investor’s Affiliates’ general partners, limited partners, members, and/or stockholders in such Investor’s or such Affiliates’ periodic reporting to such parties or to an Investor’s or such Investor’s Affiliates’ prospective investors in such Investor’s or such Affiliates’ marketing activities, in a manner consistent with the custom

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and practice of the private venture capital and/or private equity industries, provided that such Investor or such Affiliate advise such parties that the information disclosed is confidential, and provided further that the information disclosed does not include any proprietary information of the Company, and (f) to an Investor’s disclosure of the fact that such Investor has made an investment in the Company, the amount and general nature thereof, the identity of such Investor’s co-investors in the Company if previously disclosed by the Company or such co-investor, and to such Investor’s disclosure of the general business and goals of the Company.

3. Right of First Refusal .

3.1 Right of First Refusal on New Securities . The Company hereby grants to each Investor owning Convertible Securities (or Common Stock issued upon conversion thereof) the right of first refusal to purchase up to its Pro Rata Share (as defined below) of New Securities which the Company may, from time to time, propose to issue. Such Investors may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The " Pro Rata Share " of each Investor, for purposes of this right of first refusal, is the ratio of (i) the total number of shares of Common Stock issued or issuable upon conversion of outstanding Convertible Securities held by such Investor to (ii) the total number of shares of Common Stock (including any shares of Common Stock into which outstanding shares of the Convertible Securities are convertible) and Common Stock issuable pursuant to warrants, rights or options outstanding immediately prior to the issuance of the New Securities.

3.2 Notice . In the event the Company proposes to undertake an issuance of New Securities, it shall give to each eligible Investor notice (the " Notice ") of its intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, the number of shares which such Investor is entitled to purchase pursuant to Section 3.1, and a statement that each Investor shall have 15 business days to respond to such Notice. Each such Investor shall have 15 business days from the date of receipt of the Notice to agree to purchase any or all of its Pro Rata Share of the New Securities for the price and upon the terms specified in the Notice by giving notice to the Company and stating therein the number of New Securities it wishes to purchase, including, if so desired, any over-allotment of New Securities it wishes to purchase in the event any other Investor elects to purchase less than its full Pro Rata Share, and forwarding payment for the number of New Securities (up to its Pro Rata Share) it has elected to purchase. In the event any such Investor elects to purchase less than its full Pro Rata Share of New Securities, the remaining balance of New Securities shall be allotted and sold to those Investors who have exercised their options to purchase their full Pro Rata Share within the 15 business day period specified in this Section 3.2 and have indicated in their notices to the Company that they desire to purchase overalloted New Securities. If there are two or more such Investors that elect to purchase

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a total number of New Securities in excess of the number available, the remaining balance of New Securities shall be allocated to such Investors on a pro rata basis based on the total number of shares of Common Stock issued or issuable upon conversion of Convertible Securities held by such Investors electing to purchase an amount of New Securities in excess of their Pro Rata Share. Upon notice from the Company to Investors who elected to purchase additional New Securities that additional New Securities were allotted to such Investors, such Investors shall forward payment for the New Securities allotted to them within 15 business days of the Company’s request for payment.

3.3 Sale of New Securities . In the event an Investor fails to exercise in full its right of first refusal within the period of time specified in Section 3.2 or the eligible Investors do not exercise their right of first refusal with respect to all of the New Securities to be sold as specified in the Notice, the Company shall have 120 days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within 60 days after the date of such agreement) to sell the New Securities respecting which such Investor’s rights were not exercised, at a price and upon terms no more favorable to the purchaser thereof than specified in the Notice. In the event the Company has not sold or entered into an agreement to sell the New Securities within such 120 day period (or sold and issued New Securities within 60 days from the date of the agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to such Investor in the manner provided above.

3.4 Waiver of Right of First Refusal . The right of first refusal granted under this Section 3 may be waived with respect to any particular sale of New Securities as to all eligible Investors by the Investors (excluding Defaulting Investors) holding at least 60% of the Convertible Securities purchased by the Investors (excluding Defaulting Investors) (or an equivalent number of shares consisting of Registrable Securities issued upon conversion of the Convertible Securities or a combination of such Registrable Securities and such Convertible Securities). Any such waiver shall not apply to any subsequent sale of New Securities.

4. Termination of Covenants . The covenants of the Company set forth in Sections 2.1, 2.2, 2.3 and 3 shall terminate and be of no further force or effect with respect to all Investors upon the earliest to occur of (a) immediately prior to the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of the Company’s Common Stock to the public, (b) such time as the Company has a class of equity securities registered under the Exchange Act, and (c) a Change of Control, and such covenants shall terminate as to any Investor as of the date such Investor no longer holds any shares of Registrable Securities.

5. Demand for Initial Public Offering . Subject to the terms of this Agreement, in the event that (i) the Company has not consummated an initial public offering pursuant

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to an effective Registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock for the account of the Company to the public by the fifth anniversary of the date on which the first share of Series B Preferred Stock was sold by the Company (the " Fifth Anniversary "), (ii) the Company receives after the Fifth Anniversary from Managers holding a majority of Registrable Securities and Convertible Securities then held by all Managers a notice requesting that the Company effect a Registration with respect to shares of Common Stock of the Company on Form S-1, and (iii) such notice is approved by (A) if both Trigger Persons are then employed by the Company, both Trigger Persons, or (B) if only one of the Trigger Persons is then employed by the Company, the Trigger Person who is then employed by the Company, or (C) if neither Trigger Person is then employed by the Company, the then current Chief Executive Officer of the Company, then the Company shall as soon as practicable, and in any event, within 90 days from receipt of such notice, use its reasonable best efforts to effect a primary Registration of shares of Common Stock of the Company, provided that the anticipated aggregate price to the public of the shares covered by such Registration would not be less than $60,000,000 (before deduction for underwriters commissions and expenses) and the anticipated per share price of such shares would be not less than $4.09 per share (appropriately adjusted for combinations, consolidations, subdivisions, recapitalizations, stock splits or other similar transaction). The Company shall select the underwriter for the offering, subject to the approval of Managers holding a majority of the Registrable Securities then held by those Managers requesting the Registration under this Section 5.

6. Other Demand Registrations .

6.1 Requests for Registration on Form Other Than Form S-3 .

(a) Subject to the terms of this Agreement, in the event that the Company shall receive from a Holder or Holders (not including any Managers) of at least 40% of the Registrable Securities (or a lesser percentage of such shares if the anticipated aggregate price to the public of such shares, net of Selling Expenses, would not be less than $25,000,000) at any time after six months after the effective date of the Registration Statement with respect to the Company’s initial public offering of shares of Common Stock, a notice requesting that the Company effect any Registration with respect to at least 20% of the then outstanding shares of Registrable Securities (or a lesser percentage of such shares if the anticipated aggregate price to the public of such shares, net of Selling Expenses, would not be less than $25,000,000) on a form other than Form S-3, the Company shall (i) promptly give notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event, within 90 days from receipt of notice from the Holders requesting Registration, use reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a notice given within 20 days after notice from the Company. So long as the Company is a

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registrant qualified to use Form S-3, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 6.1(a) after the Company has effected one such Registration pursuant to this Section 6.1(a) and such Registration has been declared effective; provided , however , that the demand registration under this Section 6.1(a) shall be in addition to the demand registration provided for under Section 6.1(b).

(b) Subject to the terms of this Agreement, in the event that the Company shall receive from a Holder who originally committed to purchase (and did not default in any purchase) at least 50,000,000 shares of Series B Preferred Stock and/or Series B/P Preferred Stock (appropriately adjusted for combinations, consolidations, subdivisions, recapitalizations, stock splits and the like with respect to such shares) at any time after six months after the effective date of the Registration Statement with respect to the Company’s initial public offering of shares of Common Stock, a notice requesting that the Company effect any Registration with respect to at least 20% of the then outstanding shares of Registrable Securities (or a lesser percentage of such shares if the anticipated aggregate price to the public of such shares, net of Selling Expenses, would not be less than $25,000,000) on a form other than Form S-3, the Company shall (i) promptly give notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event, within 90 days from receipt of notice from the Holder requesting Registration, use reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a notice given within 20 days after notice from the Company. So long as the Company is a registrant qualified to use Form S-3, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 6.1(b) after the Company has effected one such Registration pursuant to this Section 6.1(b) and such Registration has been declared effective; provided , however , that the demand registration under this Section 6.1(b) shall be in addition to the demand registration provided for under Section 6.1(a).

(c) Notwithstanding anything to the contrary in Sections 6.1(a) and 6.1(b), the right of Managers to participate in demand registrations shall be limited as follows: No Manager may sell a number of shares in a registered offering under Section 6.1(a) or 6.1(b) that exceeds X; where X equals the number of Registrable Securities held by such Manager times the greater of Y or Z; Y equals the number of shares requested to be sold by KKR divided by the total number of shares of Registrable Securities held by KKR; and Z equals the number of shares requested to be sold by all Holders (other than Managers) divided by the total number of shares of Registrable Securities (including for this purpose shares that would be Registrable Securities but for clause (v) of Section 1.20) held by such Holders (other than Managers). This paragraph (c) shall terminate and be of no force and effect from such time, if any, as KKR ceases to own either Convertible Securities or Registrable Securities.

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6.2 Request for Registration on Form S-3 .

(a) If a Holder or Holders (not including any Managers) of at least 20% of the outstanding shares of Registrable Securities requests that the Company file a Registration Statement on Form S-3 for an offering of shares of Registrable Securities, the anticipated aggregate price to the public of which, net of Selling Expenses, would not be less than $25,000,000, and the Company is a registrant qualified to use Form S-3, the Company shall (i) promptly give notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use reasonable best efforts to effect a Registration of the Registrable Securities on such form, together with the Registrable Securities of any Holder joining in such request as are specified in a notice given within 20 days after notice from the Company; provided , however , that the Company shall not be required to effect more than two Registrations pursuant to Section 6.2 in any 12 month period. All of the provisions of Section 6.5 shall be applicable to each Registration initiated under this Section 6.2.

(b) For each $40,000,000 in original issue price of Registrable Securities purchased by a Holder (a " Principal Holder "), such Principal Holder may request that the Company file a Registration Statement on Form S-3 for an offering of shares of Registrable Securities, and provided that the anticipated aggregate price to the public of such shares, net of Selling Expenses, would not be less than $25,000,000 and the Company is a registrant qualified to use Form S-3, the Company shall (i) promptly give notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use reasonable best efforts to effect a Registration of the Registrable Securities on such form, together with the Registrable Securities of any Holder joining in such request as are specified in a notice given within 20 days after notice from the Company; provided , however , that the Company shall not be required to effect more than two Registrations pursuant to Section 6.2 in any 12 month period. A Principal Holder shall have the right to demand one Registration under this Section 6.2(b) for each $40,000,000 in original issue price of Registrable Securities purchased by such Holder. All of the provisions of Section 6.5 shall be applicable to each Registration initiated under this Section 6.2.

(c) Notwithstanding anything to the contrary in Sections 6.2(a) and 6.2(b), the right of Managers to participate in demand registrations shall be limited as follows: No Manager may sell a number of shares in a registered offering under Section 6.2(a) or 6.2(b) that exceeds X; where X equals the number of Registrable Securities held by such Manager times the greater of Y or Z; Y equals the number of shares requested to be sold by KKR divided by the total number of shares of Registrable Securities held by KKR; and Z equals the number of shares requested to be sold by all Holders (other than Managers) divided by the total number of shares of Registrable Securities (including for this purpose shares that would be Registrable Securities but for clause (v) of Section 1.20) held by all Holders (other than Managers). This paragraph (c) shall terminate and be of no force and effect from such time, if any, as KKR ceases to own Convertible Securities or Registrable Securities.

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6.3 Right of Deferral .

(a) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to Section 6:

(i) if the Company, within ten days of the receipt of the request from Holders, gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission subject to Section 7 hereof within 60 days of receipt of such request (other than to a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing all reasonable best efforts to cause such Registration Statement to become effective;

(ii) within 120 days immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); or

(b) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to Section 5 or 6 if the Company shall furnish to the requesting Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a Registration Statement to be filed in the near future, then the Company’s obligation to use all reasonable best efforts to file a Registration Statement shall be deferred for a period not to exceed (i) six months with respect to a demand pursuant to Section 5, and (ii) 120 days with respect to a demand pursuant to Section 6, from the receipt of the request to file such registration by such Holders; provided, however, that the Company shall not exercise the deferral rights contained in these Sections 6.3(a)(i) and 6.3(b) more than once in any 12-month period.

6.4 Registration of Other Securities in Demand Registration . Any Registration Statement filed pursuant to the request of the Holders under this Section 6 may, subject to the provisions of Section 6.5, include securities of the Company other than Registrable Securities.

6.5 Underwriting in Demand Registration .

(a) Notice of Underwriting . If the Holders intend to distribute the Registrable Securities covered by their request made pursuant to this Section 6 by means of an underwriting, they shall so advise the Company as a part of their request, and the Company shall include such information in the notice referred to in Sections 6.1 and 6.2.

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The right of any Holder to Registration pursuant to Section 6 shall be conditioned upon such Holder’s agreement to participate in such underwriting and the inclusion of such Holder’s eligible Registrable Securities in the underwriting.

(b) Selection of Underwriter in Demand Registration . If a Registration requested pursuant to Section 6.1 or 6.2 is to be underwritten, the Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements with the representative (" Underwriter’s Representative ") of the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered by the Holders and reasonably acceptable to the Company.

(c) Marketing Limitation in Demand Registration . If the Underwriter’s Representative advises the Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 6.5(c) shall be included in such Registration Statement.

(d) Right of Withdrawal in Demand Registration . If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by notice to the Company, the Underwriter’s Representative and the Holders requesting Registration delivered at least ten days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement.

7. Piggyback Registration .

7.1 Notice of Piggyback Registration and Inclusion of Registrable Securities ; Special Limitation for Managers.

(a) Subject to the terms of this Agreement, if the Company decides to Register any of its Common Stock on a form that would be suitable for a registration of Registrable Securities, whether pursuant to a demand registration contemplated by this Agreement or otherwise, the Company will: (i) promptly give each Holder notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable Blue Sky or other state securities laws) and (ii) subject to Section 7.2, include in such Registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a notice delivered to the Company by any Holder within 20 days after delivery of such notice from the Company.

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(b) Notwithstanding anything to the contrary in Section 7.1(a), the right of Managers to participate in demand registrations shall be limited as follows: No Manager may sell a number of shares in a registered offering under Section 7.1 that exceeds X; where X equals the number of Registrable Securities held by such Manager times the greater of Y or Z; Y equals the number of shares requested to be sold by KKR divided by the total number of shares of Registrable Securities held by KKR; and Z equals the number of shares requested to be sold by all Holders (other than Managers) divided by the total number of shares of Registrable Securities (including for this purpose shares that would be Registrable Securities but for clause (v) of Section 1.20) held by all Holders (other than the Managers). This paragraph (c) shall terminate and be of no force and effect from such time, if any, as KKR ceases to own Convertible Securities or Registrable Securities.

7.2 Underwriting in Piggyback Registration .

(a) Notice of Underwriting in Piggyback Registration . If the Registration of which the Company gives notice is for a Registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the notice given pursuant to Section 7.1. In such event, the right of any Holder to Registration shall be conditioned upon such underwriting and the inclusion of such Registrable Securities in such underwriting to the extent provided in this Section 7. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement and related agreements with the Underwriter’s Representative for such offering. The Holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 7.

(b) Marketing Limitation in Piggyback Registration . If the Underwriter’s Representative advises the Holders seeking registration of Registrable Securities pursuant to this Section 7 in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter’s Representative (subject to the allocation priority set forth in Section 7.2(c)) may:

(i) in the case of the Company’s initial Registered public offering, exclude some or all of the Registrable Securities from such registration and underwriting; and

(ii) in the case of any Registered public offering subsequent to the initial public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than 30% of the securities included in such Registration.

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(c) Allocation of Shares in Piggyback Registration . If the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b), the number of shares to be included in such Registration shall be allocated among all Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which such Holders hold at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.2(c) shall be included in the Registration Statement.

(d) Withdrawal in Piggyback Registration . If any Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by notice to the Company and the Underwriter’s Representative delivered at least ten days prior to the effective date of the Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration.

8. Expenses of Registration . All Registration Expenses incurred in connection with Registrations pursuant to Section 5, 6.1, 6.2 and 7, shall be borne by the Company. All Registration Expenses incurred in connection with any other Registration, qualification, or compliance, shall be apportioned among the Company and the Holders of the securities so registered on the basis of the number of shares so registered. Notwithstanding the above, the Company shall not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 6 if the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (which Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one Registration pursuant to Section 6; provided, however, that if at the time of such withdrawal, the Holders have learned of a Material Adverse Event not known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6. All Selling Expenses shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares Registered.

9. Termination of Registration Rights . The rights to cause the Company to register securities granted under Sections 6 and 7 of this Agreement and to receive notices pursuant to Section 7 of this Agreement shall terminate, with respect to each Holder, on the earlier of (i) the twelfth anniversary of the date that the first share of Series B Preferred Stock is sold and issued by the Company, and (ii) with respect to each Holder if such Holder is eligible to sell all of such Holder’s Registrable Securities under Rule 144 of the Securities Act (excluding Rule 144(k) thereunder) within any three month period without volume limitations.

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10. Registration Procedures and Obligations . Whenever required under this Agreement to effect any Registration of securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the Commission a Registration Statement with respect to such securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 6 or Section 7, upon the request of the sellers of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years.

(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.

(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.

(d) Furnish to the sellers of Registrable Securities such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(e) Use its reasonable best efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securities, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.

(f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreements, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.

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(g) Promptly notify each seller of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(h) Provide a transfer agent and registrar for all securities registered pursuant to such Registration Statement and a CUSIP number for all such securities, in each case not later than the effective date of such registration.

(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters (with an information copy provided to each holder of Registrable Securities).

(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.

(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.

(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential

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any information furnished to it by the Company pursuant to this Subsection 10(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 10(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.

(m) Cause the senior executive officers of the Company to participate in the customary "road show" presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.

(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.

11. Information Furnished by Holder . It shall be a condition precedent of the Company’s obligations under Sections 6 and 7 of this Agreement that each Holder holding Registrable Securities included in any Registration furnish to the Company such information regarding such Holder and the distribution proposed by such Holder(s) as the Company may reasonably request.

12. Indemnification .

12.1 Company’s Indemnification of Holders . To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors, and constituent partners and members, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims,

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losses, damages, liabilities, or actions in respect thereof (collectively, " Damages ") to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld or delayed); and provided, further, that the Company will not be liable (i) in any such case to the extent that any such Damages arise ou