SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

EXHIBIT 99.E



AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"AGREEMENT"), dated as of ________ __, 2001, between Explorer Holdings, L.P., a
Delaware limited partnership ("STOCKHOLDER"), and Omega Healthcare Investors,
Inc., a Maryland corporation (the "COMPANY").

RECITALS

WHEREAS, the parties hereto are parties to that certain
Registration Rights Agreement, dated as of July 14, 2000 (the "ORIGINAL
AGREEMENT"); and

WHEREAS, the parties wish to amend and restate the Original
Agreement in its entirety in connection with the closing of the transactions
contemplated by the Series D Investment Agreement.

NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, the parties hereto hereby
agree as follows:

1. DEFINITIONS. For purposes of this Agreement, the following
terms have the following meanings when used herein with initial capital letters:

(a) ADVICE: As defined in Section 6 hereof.

(b) COMMON STOCK: The Common Stock, par value $0.10 per share,
of the Company.

(c) DEMAND NOTICE: As defined in Section 3 hereof.

(d) DEMAND REGISTRATION: As defined in Section 3 hereof.

(e) EFFECTIVE DATE: The date of closing of the transactions
contemplated by the Series D Investment Agreement.

(f) LOSSES: As defined in Section 8 hereof.

(g) PIGGYBACK REGISTRATION: As defined in Section 4 hereof.




(h) PROSPECTUS: The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

(i) REGISTRABLE SECURITIES: All shares of Series C Preferred,
Series D Preferred, and Common Stock acquired by Stockholder or any of its
Affiliates or any permitted transferee or their respective assigns of any such
Person (including (i) all shares of Common Stock issued upon conversion of any
shares of Series C Preferred or Series D Preferred and (ii) any shares of Series
C Preferred, Series D Preferred, or Common Stock or other securities that may be
received by Stockholder or any permitted transferee or their respective assigns
(x) as a result of a dividend or stock split of Series C Preferred, Series D
Preferred, or Common Stock or (y) on account of Series C Preferred, Series D
Preferred, or Common Stock in a recapitalization or other transaction involving
the Company) upon the respective original issuance thereof, and at all times
subsequent thereto, and all other securities of the Company of any class or
series that are beneficially owned by Stockholder or any of its Affiliates,
until, in the case of any such security, (i) it is effectively registered under
the Securities Act and disposed of in accordance with the Registration Statement
covering it, (ii) it is saleable by the holder thereof pursuant to Rule 144(k)
without any volume limitation applicable thereto, or (iii) it is distributed to
the public pursuant to Rule 144.

(j) REGISTRATION EXPENSES: As defined in Section 7 hereof.

(k) REGISTRATION STATEMENT: Any registration statement of the
Company under the Securities Act that covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the related Prospectus,
all amendments and supplements to such registration statement (including
post-effective amendments), all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.


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(l) RULE 144: Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

(m) SEC: The Securities and Exchange Commission.

(n) SECURITIES ACT: The Securities Act of 1933, as amended.

(o) SERIES C INVESTMENT AGREEMENT: The Investment Agreement,
dated as of May 11, 2000, by and between the Company and Stockholder relating to
the purchase and sale of Series C Preferred.

(p) SERIES C PREFERRED: Shares of Series C Preferred Stock,
par value $1.00 per share, of the Company.

(q) SERIES D INVESTMENT AGREEMENT: The Investment Agreement,
dated as of October 29, 2001, by and between the Company and Stockholder
relating to the purchase and sale of Series D Preferred.

(r) SERIES D PREFERRED: Shares of Series D Preferred Stock,
par value $1.00 per share, of the Company.

(s) UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
distribution, registered pursuant to the Securities Act in which securities of
the Company are sold to an underwriter for reoffering to the public.

2. HOLDERS OF REGISTRABLE SECURITIES. Whenever a number or
percentage of Registrable Securities is to be determined hereunder, each
then-outstanding other equity security that is exercisable to purchase,
convertible into, or exchangeable for shares of Common Stock of the Company will
be deemed to be equal to the number of shares of Common Stock for which such
other equity security (or the security into which such other equity security is
then convertible) is then so purchasable, convertible, exchangeable or
exercisable.

3. DEMAND REGISTRATION. (a) REQUESTS FOR REGISTRATION. At any
time and from time to time after the Effective Date, the holder(s) of
Registrable Securities constituting at least 15% of the total number of
Registrable Securities then outstanding will have the right by written notice
delivered to the Company (a "DEMAND NOTICE"), to require the Company to register
(a "DEMAND REGISTRATION") under and in accordance with the provisions of the
Securities Act a number of Registrable Securities that would

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reasonably be expected to result in aggregate gross proceeds from such offering
of not less than $7.5 million ($1 million in the case of any Demand Registration
that is requested to be effected as a "shelf" registration); PROVIDED, HOWEVER,
that no Demand Notice may be given prior to six months after the effective date
of the immediately preceding Demand Registration or any Piggyback Registration
of which the Company has notified the Holder in accordance with Section 4(a) and
for which the number of Registrable Securities requested to be registered by the
Holder has not been reduced pursuant to Section 4(b).

(b) FILING AND EFFECTIVENESS. The Company will file a
Registration Statement relating to any Demand Registration within 30 calendar
days, and will use its reasonable efforts to cause the same to be declared
effective by the SEC as soon as practicable thereafter, and in any event, within
45 calendar days, of the date on which the Registration Statement is first filed
with the SEC.

All requests made pursuant to this Section 3 will specify the
number of Registrable Securities to be registered and will also specify the
intended methods of disposition thereof; PROVIDED, that if the holder demanding
such registration specifies one particular type of underwritten offering, such
method of disposition shall be such type of underwritten offering or a series of
such underwritten offerings (as such demanding holders of Registrable Securities
may elect) during the period during which the Registration Statement is
effective.

The Company will keep the Registration Statement filed in
respect of a Demand Registration effective for a period of up to 90 calendar
days from the date on which the SEC declares such Registration Statement
effective (subject to extensions pursuant to Section 6 hereof) or such shorter
period that will terminate when all Registrable Securities deemed by such
Registration Statement have been sold pursuant to such Registration Statement.
If any Demand Registration is requested to be effected as a "shelf" registration
by the holders of Registrable Securities demanding such Demand Registration, the
Company will keep the Registration Statement filed in respect thereof effective
for a period of up to 12 months from the date on which the SEC declares such
Registration Statement effective (subject to extension pursuant to Section 6
hereof) or such shorter period that will terminate when all Registrable
Securities covered by such Registration Statement have been sold pursuant to
such Registration Statement.

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Within ten calendar days after receipt of such Demand Notice,
the Company will serve written notice thereof (the "NOTICE") to all other
holders of Registrable Securities and will, subject to the provisions of Section
3(c) hereof, include in such registration all Registrable Securities with
respect to which the Company receives written requests for inclusion therein
within 20 calendar days after the receipt of the Notice by the applicable
holder.

The holders of Registrable Securities will be permitted to
withdraw Registrable Securities from a Registration at any time prior to the
effective date of such registration.

(c) PRIORITY ON DEMAND REGISTRATION. If any of the Registrable
Securities registered pursuant to a Demand Registration are to be sold in one or
more firm commitment underwritten offerings, the Company may also provide
written notice to holders of its equity securities (other than Registrable
Securities), if any, who have piggyback registration rights with respect thereto
and will permit all such holders who request to be included in the Demand
Registration to include any or all equity securities held by such holders in
such Demand Registration on the same terms and conditions as the Registrable
Securities. Notwithstanding the foregoing, if the managing underwriter or
underwriters of the offering to which such Demand Registration relates advises
the holders of Registrable Securities that the total amount of Registrable
Securities and securities that such equity security holders intend to include in
such Demand Registration is in the aggregate such as to materially and adversely
affect the success of such offering, then (i) first, the amount of securities to
be offered for the account of the holders of such other equity securities will
be reduced, to zero if necessary (PRO RATA among such holders on the basis of
the amount of such other securities to be included therein by each such holder),
and (ii) second, the number of Registrable Securities included in such Demand
Registration will, if necessary, be reduced and there will be included in such
firm commitment underwritten offering only the number of Registrable Securities
that, in the opinion of such managing underwriter or underwriters, can be sold
without materially and adversely affecting the success of such offering,
allocated PRO RATA among the holders of Registrable Securities on the basis of
the number of Registrable Securities held by each such holder.

(d) POSTPONEMENT OF DEMAND REGISTRATION. The Company will be
entitled to postpone the filing period (or suspend the effectiveness) of any
Demand Registration for a reasonable period of time not in excess of 60 calendar
days, if the Board



of Directors of the Company determines, in the good faith exercise of its
reasonable business judgment, that such registration and offering would
materially interfere with BONA FIDE financing plans of the Company or would
require disclosure of information, the premature disclosure of which could
materially and adversely affect the Company; PROVIDED, HOWEVER, that the Company
may not exercise such right more than twice or for an aggregate of more than 90
calendar days during any twelve month period. If the Company postpones the
filing of a Registration Statement, it will promptly notify the holders of
Registrable Securities in writing when the events or circumstances permitting
such postponement have ended.

4. PIGGYBACK REGISTRATION. (a) RIGHT TO PIGGYBACK. If at any
time the Company proposes to file a registration statement under the Securities
Act with respect to an offering of any class of equity securities (other than a
registration statement (i) on Form S-4, S-8 or any successor form thereto or
(ii) filed solely in connection with an offering made solely to employees or
securityholders of the Company), whether or not for its own account, then the
Company will give written notice of such proposed filing to the holders of
Registrable Securities at least 20 calendar days before the anticipated filing
date. Such notice will offer such holders the opportunity to register such
amount of Registrable Securities as each such holder may request (a "PIGGYBACK
REGISTRATION"). Subject to Section 4(b) hereof, the Company will include in each
such Piggyback Registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein. The holders of
Registrable Securities will be permitted to withdraw all or part of the
Registrable Securities from a Piggyback Registration at any time prior to the
effective date of such Piggyback Registration.

(b) PRIORITY ON PIGGYBACK REGISTRATIONS. The Company will
cause the managing underwriter or underwriters of a proposed underwritten
offering to permit holders of Registrable Securities requested to be included in
the registration for such offering to include therein all such Registrable
Securities requested to be so included on the same terms and conditions as any
similar securities, if any, of the Company included therein. Notwithstanding the
foregoing, if the managing underwriter or underwriters of such offering advises
the holders of Registrable Securities to the effect that the total amount of
securities which such holders, the Company and any other persons having rights
to participate in such registration propose to include in

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such offering is such as to materially and adversely affect the success of such
offering, then:

(i) if such registration is a primary registration on behalf
of the Company, the amount of securities to be included therein for the
account of all other holders of securities of the Company (other than
holders of Registrable Securities) will be reduced (to zero if
necessary) PRO RATA in proportion to the number of shares held by each
such person, and thereafter, if such reduction is not sufficient so as,
in the opinion of such managing underwriters or underwriters, to permit
the inclusion of Registrable Securities without adversely affecting the
success of the offering, the amount of Registrable Securities so
included in the Registration Statement for the account of the holders
of Registrable Securities will be reduced (to zero if necessary) PRO
RATA in proportion to the number of shares held by such persons to the
extent necessary to reduce the total amount of securities to be
included in such offering to the amount recommended by such managing
underwriter or underwriters; and

(ii) if such registration is an underwritten secondary
registration on behalf of holders of securities of the Company other
than Registrable Securities, the Company will include therein: (x)
first, up to the full number of securities of such persons exercising
"demand" registration rights that in the opinion of such managing
underwriter or underwriters can be sold or allocated among such holders
as they may otherwise so determine, (y) second, up to the full amount
of Registrable Securities that, in the opinion of such managing
underwriter or underwriters, can be sold (allocated pro rata among the
holders of such Registrable Securities in proportion to the number of
Registrable Securities held by such persons), and (z) third, all other
securities proposed to be sold by any other persons that in the opinion
of such managing underwriter or underwriters can be sold or allocated
among such holders as they may otherwise so determine.

(c) REGISTRATION OF SECURITIES OTHER THAN REGISTRABLE
SECURITIES. Without the written consent of the holders of a majority of the
then-outstanding Registrable Securities, the Company will not grant to any
person the right to request the Company to register any securities of the
Company under the Securities Act unless the rights so granted are subject to the
prior rights of the holders of Registrable Securities set forth

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herein, and, if exercised, would not otherwise conflict or be inconsistent with
the provisions of, this Agreement.

5. RESTRICTIONS ON SALE BY HOLDERS OF REGISTRABLE SECURITIES.
Each holder of Registrable Securities whose Registrable Securities are covered
by a Registration Statement filed pursuant to Section 3 or Section 4 hereof,
agrees and will confirm such agreement in writing, if such holder is so
requested (pursuant to a timely written notice) by the managing underwriter or
underwriters in an underwritten offering, not to effect any public sale or
distribution of any of the Company's equity securities (except as part of such
underwritten offering), including a sale pursuant to Rule 144, during the
10-calendar day period prior to, and during such period of time, not to exceed
90 days as any managing underwriter or underwriters may reasonably request in
connection with any underwritten public offering beginning on, the closing date
of each underwritten offering made pursuant to such Registration Statement or
such other shorter period to which the executive officers of the Company may
agree.

6. REGISTRATION PROCEDURES. In connection with the Company's
registration obligations pursuant to Sections 3 and 4 hereof, the Company will
effect such registrations to permit the sale of such Registrable Securities in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto the Company will as expeditiously as possible:

(a) Prepare and file with the SEC a Registration Statement or
Registration Statements on any appropriate form under the Securities Act
available for the sale of the Registrable Securities by the holders thereof in
accordance with holders' notice to the Company as to the intended method or
methods of distribution thereof (including, without limitation, distributions in
connection with transactions with broker-dealers or others for the purpose of
hedging Registrable Securities, involving possible sales, short sales, options,
pledges or other transactions which may require delivery and sale to
broker-dealers or others of Registrable Securities), and cause each such
Registration Statement to become effective and remain effective as provided
herein; PROVIDED, HOWEVER, that before filing a Registration Statement or
Prospectus or any amendments or supplements thereto (including documents that
would be incorporated or deemed to be incorporated therein by reference) the
Company will furnish to the holders of the Registrable Securities covered by
such Registration Statement, the Special Counsel and the managing underwriters,
if any, copies of all such documents proposed to be filed, which


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documents will be subject to the review of such holders, the Special Counsel and
such underwriters. Notwithstanding Section 3(b), the Company will not file any
such Registration Statement or amendment thereto or any Prospectus or any
supplement thereto (including such documents which, upon filing, would or would
be incorporated or deemed to be incorporated by reference therein) to which the
holders of a majority of the Registrable Securities covered by such Registration
Statement, the Special Counsel or the managing underwriter, if any, shall
reasonably object on a timely basis.

(b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 3; cause the related Prospectus to be supplemented
by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended methods
of disposition by the sellers thereof set forth in such Registration Statement
as so amended or to such Prospectus as so supplemented.

(c) Notify the selling holders of Registrable Securities, the
Special Counsel and the managing underwriters, if any, promptly, and (if
requested by any such person) confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the SEC or
any other federal or state governmental authority for amendments or supplements
to a Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) if at any
time the representations and warranties of the Company contained in any
agreement contemplated by Section 6(m) hereof (including any underwriting
agreement) cease to be true and correct, (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (vi) of the occurrence of any event which


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makes any statement made in such Registration Statement or related Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or which requires the making of any changes in a
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and, in the case of the
Prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated or which is necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, and (vii) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

(d) Use every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement, or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable securities for sale in any jurisdiction, at the
earliest possible moment.

(e) If requested by the managing underwriters, if any, or the
holders of a majority of the Registrable Securities being registered, (i)
promptly incorporate in a Prospectus supplement or post-effective amendment such
information as the managing underwriters, if any, and such holders agree should
be included therein as may be required by applicable law and (ii) make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment; PROVIDED, HOWEVER, that the Company will not be required to take any
actions under this Section 6(e) that are not, in the opinion of counsel for the
Company, in compliance with applicable law.

(f) Furnish to each selling holder of Registrable Securities,
the Special Counsel and each managing underwriter, if any, without charge, at
least one conformed copy of the Registration Statement and any post-effective
amendment thereto, including financial statements (but excluding schedules, all
documents incorporated or deemed incorporated therein by reference and all
exhibits, unless requested in writing by such holder, counsel or underwriter).

(g) Deliver to each selling holder of Registrable Securities,
the Special Counsel and the underwriters, if any,


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without charge, as many copies of the Prospectus or Prospectuses relating to
such Registrable Securities (including each preliminary prospectus) and any
amendment or supplement thereto as such persons may request; and the Company
hereby consents to the use of such Prospectus or each amendment or supplement
thereto by each of the selling holders of Registrable Securities and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement
thereto.

(h) Prior to any public offering of Registrable Securities, to
register or qualify or cooperate with the selling holders of Registrable
Securities, the underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions within the United States as
any seller or underwriter reasonably requests in writing to the extent such
registration or qualification would be required taking into account federal
securities laws; keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required
to be kept effective and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdiction of the Registrable
Securities covered by the applicable Registration Statement; PROVIDED, HOWEVER
that the Company will not be required to (i) qualify generally to do business in
any jurisdiction in which it is not then so qualified or (ii) take any action
that would subject it to general service of process in any such jurisdiction in
which it is not then so subject.

(i) Cooperate with the selling holders of Registrable
Securities and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold, which certificates will not bear any restrictive legends; and enable
such Registrable Securities to be in such denominations and registered in such
names as the managing underwriters, if any, shall request at least two business
days prior to any sale of Registrable securities to the underwriters.

(j) Use reasonable efforts to cause the Registrable Securities
covered by the applicable Registration Statement to be registered with or
approved by such other governmental agencies or authorities within the United
States except as may be required solely as a consequence of the nature of such
selling holder's business, in which case the Company will


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cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals as may be necessary to enable the
seller or sellers thereof or the underwriters, if any, to consummate the
disposition of such Registrable Securities.

(k) Upon the occurrence of any event contemplated by Section
6(c)(vi) or 6(c)(vii) hereof, prepare a supplement or post-effective amendment
to each Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to Stockholder of the Registrable Securities
being sold thereunder, such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

(l) Use its best efforts to cause all Registrable Securities
covered by such Registration Statement to be listed on each securities exchange,
if any, on which similar securities issued by the Company are then listed or, if
no similar securities issued by the Company are then so listed, on the New York
Stock Exchange or another national securities exchange if the securities qualify
to be so listed or, if the securities do not qualify for such listing,
authorized to be quoted on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or the National Market System of NASDAQ if
the securities qualify to be so quoted; in each case, if requested by the
holders of a majority of the Registrable Securities covered by such Registration
statement or the managing underwriters, if any.

(m) In the event of an underwritten offering, enter into such
agreements (including an underwriting agreement in form, scope and substance as
is customary in underwritten offerings) and take all such other actions in
connection therewith (including those reasonably requested by the holders of a
majority of the Registrable Securities being sold or those reasonably requested
by the managing underwriters) in order to expedite or facilitate the disposition
of such Registrable Securities and in such connection, (i) make such
representations and warranties to the underwriters, if any, with respect to the
business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if


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and when requested; (ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and the holders of
a majority of the Registrable Securities being sold) addressed to such selling
holder of Registrable Securities and each of the underwriters, if any, covering
the matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such holders and
underwriters, including without limitation the matters referred to in Section
6(m)(i) hereof; (iii) use its best efforts to obtain "comfort" letters and
updates thereof from the independent certified public accountants of the Company
(and, if necessary, any other certified public accountants of any subsidiary of
the Company or of any business acquired by the Company for which financial
statements and financial data is, or is required to be, included in the
Registration Statement), addressed to each selling holder of Registrable
Securities and each of the underwriters, if any, such letters to be in customary
form and covering matters of the type customarily covered in "comfort" letters
in connection with underwritten offerings; and (iv) deliver such documents and
certificates as may be requested by the holders of a majority of the Registrable
Securities being sold, the Special Counsel and the managing underwriters, if
any, to evidence the continued validity of the representations and warranties of
the Company and its subsidiaries made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in the underwriting
agreement or similar agreement entered into by the Company. The foregoing
actions will be taken in connection with each closing under such underwriting or
similar agreement as and to the extent required thereunder.

(n) Make available for inspection by a representative of the
holders of Registrable Securities being sold, any underwriter participating in
any disposition of Registrable Securities, and any attorney or accountant
retained by such selling holders or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the officers, directors and employees of the Company and
its subsidiaries to supply all information reasonably requested by any such
representative, underwriter, attorney or accountant in connection with such
Registration Statement; PROVIDED, HOWEVER, that any records, information or
documents that are designated by the Company in writing as confidential at the
time of delivery of such records, information or documents will be kept
confidential by such


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persons unless (i) such records, information or documents are in the public
domain or otherwise publicly available, (ii) disclosure of such records,
information or documents is required by court or administrative order or is
necessary to respond to inquires of regulatory authorities, or (iii) disclosure
of such records, information or documents, in the opinion of counsel to such
person, is otherwise required by law (including, without limitation, pursuant to
the requirements of the Securities Act).

(o) Comply with all applicable rules and regulations of the
SEC and make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 calendar days after the end of any 12-month period (or 90 calendar days
after the end of any 12-month period if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Registrable Securities are
sold to underwriters in a firm commitment or best efforts underwritten offering,
and (ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter of the Company, after the effective date
of a Registration Statement, which statements shall cover said 12-month period.

(p) Cooperate with any reasonable request by holders of a
majority of the Registrable Securities offered for sale, including by ensuring
participation by the executive management of the Company in road shows, so long
as such participation does not materially interfere with the operation of the
Company's business.

The Company may require each seller of Registrable Securities
as to which any registration is being effected to furnish to the Company such
information regarding the distribution of such Registrable Securities as the
Company may, from time to time, reasonably request in writing and the Company
may exclude from such registration the Registrable Securities of any seller who
unreasonably fails to furnish such information within a reasonable time after
receiving such request.

Each holder of Registrable Securities will be deemed to have
agreed by virtue of its acquisition of such Registrable Securities that, upon
receipt of any notice from the Company of the occurrence of any event of the
kind described in Section 6(c)(ii), 6(c)(iii), 6(c)(v), 6(c)(vi) or 6(c)(vii)
hereof, such holder will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or Prospectus (a "BLACK-OUT")
until such holder's receipt of the


14


copies of the supplemented or amended Prospectus contemplated by Section 6(k)
hereof, or until it is advised in writing (the "ADVICE") by the Company that the
use of the applicable Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus, provided, HOWEVER, that in no
event shall the aggregate number of days during which a Black-Out is effective
during any period of twelve consecutive months exceed 90 calendar days. In the
event the Company shall give any such notice, the time period prescribed in
Section 3(b) hereof will be extended by the number of days during the time
period from and including the date of the giving of such notice to and including
the date when each seller of Registrable Securities covered by such Registration
Statement shall have received (x) the copies of the supplemented or amended
Prospectus contemplated by Section 6(k) hereof or (y) the Advice.

7. REGISTRATION EXPENSES. All Registration Expenses will be
borne by the Company whether or not any of the Registration Statements become
effective. "REGISTRATION EXPENSES" will mean all fees and expenses incident to
the performance of or compliance with this Agreement by the Company, including,
without limitation, (i) all registration and filing fees (including without
limitation fees and expenses (x) with respect to filings required to be made
with the National Association of Securities Dealers, Inc. and (y) of compliance
with securities or "blue sky" laws (including without limitation fees and
disbursements of counsel for the underwriters or selling holders in connection
with "blue sky" qualifications of the Registrable Securities and determination
of the eligibility of the Registrable Securities for investment under the laws
of such jurisdictions as the managing underwriters, if any, or holders of a
majority of the Registrable Securities being sold may designate)), (ii) printing
expenses (including without limitation expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company and of printing prospectuses if the printing of prospectuses is
requested by the holders of a majority of the Registrable Securities included in
any Registration Statement), (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company, (v) fees and
disbursements of all independent certified public accountants referred to in
Section 6(m)(iii) hereof (including the expenses of any special audit and
"comfort" letters required by or incident to such performance), (vi) fees and
expenses of any "qualified independent underwriter" or other independent


15


appraiser participating in an offering pursuant to Section 3 of Schedule E to
the By-laws of the National Association of Securities Dealers, Inc., (vii)
Securities Act liability insurance if the Company so desires such insurance,
(viii) all fees and expenses in listing the Registrable Securities pursuant to
Section 6(e), and (ix) fees and expenses of all other persons retained by the
Company, PROVIDED, HOWEVER, that Registration Expenses will not include fees and
expenses of counsel for the holders of Registrable Securities and any local
counsel nor shall it include underwriting discounts and commissions relating to
the offer and sale of Registrable Securities, all of which shall be borne by the
holders of Registrable Securities included in such registration PRO RATA in
proportion to the number of Registrable Securities of such holder included in
such registration. In addition, the Company will pay its internal expenses
(including without limitation all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange on which similar
securities issued by the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company.

8. INDEMNIFICATION. (a) INDEMNIFICATION BY THE COMPANY. The
Company will, without limitation as to time, indemnify and hold harmless, to the
fullest extent permitted by law, each holder of Registrable Securities
registered pursuant to this Agreement, the officers, directors and agents and
employees of each of them, each person who controls such holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, agents and employees of any such controlling
person, from and against all losses, claims, damages, liabilities, costs
(including without limitation the costs of investigation and attorneys' fees)
and expenses (collectively, "LOSSES"), as incurred, arising out of or based upon
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or form of Prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or based
upon 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,
except insofar as the same are based solely upon information furnished in
writing to the Company by such holder or any underwriter expressly for use
therein; PROVIDED, however, that the Company will not be liable to any holder of
Registrable Securities to


16


the extent that any such Losses arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any preliminary prospectus if either (A) (i) such holder failed to send or
deliver a copy of the Prospectus with or prior to the delivery of written
confirmation of the sale by such holder of a Registrable Security to the person
asserting the claim from which such Losses arise and (ii) the Prospectus would
have corrected in all material respects such untrue statement or alleged untrue
statement or such omission or alleged omission; or (B) such untrue statement or
alleged untrue statement, omission or alleged omission is corrected in all
material respects in an amendment or supplement to the Prospectus previously
furnished by or on behalf of the Company with copies of the Prospectus as so
amended or supplemented, and such holder thereafter fails to deliver such
Prospectus as so amended or supplemented prior to or concurrently with the sale
of a Registrable Security to the person asserting the claim from which such
Losses arise.

The rights of any holder of Registrable Securities hereunder
will not be exclusive of the rights of any holder of Registrable Securities
under any other agreement or instrument of any holder of Registrable Securities
to which the Company is a party. Nothing in such other agreement or instrument
will be interpreted as limiting or otherwise adversely affecting a holder of
Registrable Securities hereunder and nothing in this Agreement will be
interpreted as limiting or otherwise adversely affecting the holder of
Registrable Securities' rights under any such other agreement or instrument,
PROVIDED, HOWEVER, that no Indemnified Party will be entitled hereunder to
recover more than its indemnified Losses.

(b) INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. In
connection with any Registration Statement in which a holder of Registrable
Securities is participating, such holder of Registrable Securities will furnish
to the Company in writing such information as the Company reasonably requests
for use in connection with any Registration Statement or Prospectus and will
severally indemnify, to the fullest extent permitted by law, the Company, its
directors and officers, agents and employees, each person who controls the
Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such
controlling persons, from and against all Losses arising out of or based upon
(i) any disposition of Registrable Securities after receiving notice of a
Black-Out and prior to receiving Advice under Section 6 that use of the


17


Prospectus may be resumed or (ii) any untrue statement of a material fact
contained in any Registration Statement, Prospectus or preliminary prospectus or
arising out of or based upon any omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, to
the extent, but only to the extent, that such untrue statement or omission is
finally judicially determined by a court to have been contained in any
information so furnished in writing by such holder to the Company expressly for
use in such Registration Statement or Prospectus and was relied upon by the
Company in the preparation of such Registration Statement, Prospectus or
preliminary prospectus. In no event will the liability of any selling holder of
Registrable Securities hereunder be greater in amount than the dollar amount of
the proceeds (net of payment of all expenses and underwriter's discounts and
commissions) received by such holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any person
shall become entitled to indemnity hereunder (an "INDEMNIFIED PARTY"), such
Indemnified Party shall give prompt notice to the party from which such
indemnity is sought (the "INDEMNIFYING PARTY") of any claim or of the
commencement of any action or proceeding with respect to which such Indemnified
Party seeks indemnification or contribution pursuant hereto; PROVIDED, HOWEVER,
that the failure to so notify the Indemnifying Party will not relieve the
Indemnifying Party from any obligation or liability except to the extent that
the Indemnifying Party has been prejudiced materially by such failure. All fees
and expenses (including any fees and expenses incurred in connection with
investigating or preparing to defend such action or proceeding) will be paid to
the Indemnified Party, as incurred, within five calendar days of written notice
thereof to the Indemnifying Party upon receipt of an undertaking to repay such
amount if it is ultimately determined that an Indemnified Party is not entitled
to indemnification hereunder). The Indemnifying Party will not consent to entry
of any judgment or enter into any settlement or otherwise seek to terminate any
action or proceeding in which any Indemnified Party is or could be a party and
as to which indemnification or contribution could be sought by such Indemnified
Party under this Section 8, unless such judgment, settlement or other
termination includes as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party of a release, in form and substance
reasonably satisfactory to the Indemnified Party, from all liability in respect
of such claim or litigation for which


18


such Indemnified Party would be entitled to indemnification hereunder.

(d) CONTRIBUTION. If the indemnification provided for in this
Section 8 is unavailable to an Indemnified Party under Section 8(a) or 8(b)
hereof in respect of any Losses or is insufficient to hold such Indemnified
Party harmless, then each applicable Indemnifying Party, in lieu of indemnifying
such Indemnified Party, will, jointly and severally, contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party or Indemnifying Parties, on the one hand, and such Indemnified Party, on
the other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party or Indemnifying Parties, on the
one hand, and such Indemnified Party, on the other hand, will be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission of a material fact, has been taken or made by, or related to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses will be deemed to include any legal
or other fees or expenses incurred by such party in connection with any action
or proceeding.

The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by PRO
RATA allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provision of this Section 8(d), an Indemnifying
Party that is a selling holder of Registrable Securities will not be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities sold by such Indemnifying Party and distributed to
the public (net of any related expenses) exceeds the amount of any damages which
such Indemnifying Party has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled


19


to contribution from any person who was not guilty of such fraudulent
misrepresentation.

The indemnity, contribution and expense reimbursement
obligations of the Company hereunder will be in addition to any liability the
Company may otherwise have hereunder, under the Series C Investment Agreement,
the Series D Investment Agreement or otherwise. The provisions of this Section 8
will survive any termination of this Agreement.

9. RULES 144 AND 144A. The Company will file the reports
required to be filed by it under the Securities Act and the Exchange Act in a
timely manner, and will cooperate with any holder of Registrable Securities
(including without limitation by making such representations as any such holder
may reasonably request), all to the extent required from time to time to enable
such holder to sell Registrable Securities without registration under the
Securities Act within the limitations of the exemptions provided by Rules 144
and 144A (including, without limitation, the requirements of Rule 144A(d)(4)).
Upon the request of any holder of Registrable Securities, the Company will
deliver to such holder a written statement as to whether it has complied with
such filing requirements.

10. UNDERWRITTEN REGISTRATIONS. If any of the Registrable
Securities covered by any Demand Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the holder of Registrable
Securities that gave the Demand Notice with respect to such offering; PROVIDED
that such investment banker or manager shall be reasonably satisfactory to the
Company. If any Piggyback Registration is an underwritten offering, the Company
will have the right to select the investment banker or investment bankers and
managers to administer the offering.

11. MISCELLANEOUS. (a) REMEDIES. In the event of a breach by
the Company of its obligations under this Agreement, each holder of Registrable
Securities, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
any of the provisions of this Agreement and hereby further agrees that, in the
event of any action for specific performance in respect of such breach, it will
waive the defense that a remedy at law would be adequate.



20


(b) NO INCONSISTENT AGREEMENTS. The Company has not, as of the
date hereof, and will not, on or after the date hereof, enter into any agreement
with respect to its securities which conflicts with the rights granted to the
holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof. This Agreement will be deemed to be an independent
agreement and no limitation or restriction contained in this Agreement will be
deemed to conflict with, limit or restrict the rights of the Stockholder under
this Agreement.

(c) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of holders
of a majority of the then-outstanding Registrable Securities. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other holders of Registrable Securities may be given by holders of at
least 51% of the Registrable Securities being sold by such holders; PROVIDED,
HOWEVER, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.

(d) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing and will be deemed given (i)
when made, if made by hand delivery, (ii) upon confirmation, if made by fax, or
(iii) one business day after being deposited with a reputable next-day courier,
postage prepaid, to the parties as follows:

(x) if to the Company, at 900 Victors Way, Suite 350, Ann
Arbor, Michigan 48108, Attention: Chief Financial Officer; Fax No.:
(734) 996-0200, or at such other address, notice of which is given to
the holders of Registrable Securities in accordance with the provisions
of this Section 11(d);

(y) if to the Stockholder, at 4200 Texas Commerce Tower West,
2200 Ross Avenue, Dallas, Texas 75201, Attention: William T. Cavanaugh;
Fax No.: (214) 220-4949, or at such other address, notice of which is
given in accordance with the provisions of Section 11(d); and



21


(z) if to any other holder of Registrable Securities, at the
most current address given by such holder to the Company in accordance
with the provisions of this Section 11(d).

(e) OWNER OF REGISTRABLE SECURITIES. The Company will
maintain, or will cause its registrar and transfer agent to maintain, a stock
book with respect to the Series C Preferred, the Series D Preferred and the
Common Stock, in which all transfers of Registrable Securities of which the
Company has received notice will be recorded. The Company may deem and treat the
person in whose name Registrable Securities are registered in the stock book of
the Company as the owner thereof for all purposes, including without limitation
the giving of notices under this Agreement.

(f) SUCCESSORS AND ASSIGNS. This Agreement will inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and will inure to the benefit of each holder of any Registrable
Securities. The Company may not assign its rights or obligations hereunder
without the prior written consent of each holder of any Registrable Securities.
The holders of the Registrable Securities may assign the rights and obligations
under this Agreement to any subsequent holder of such Registrable Securities.
Notwithstanding the foregoing, no transferee will have any of the rights granted
under this Agreement (i) until such transferee shall have acknowledged its
rights and obligations hereunder by a signed written statement of such
transferee's acceptance of such rights and obligations or (ii) if the transferor
notifies the Company in writing on or prior to such transfer that the transferee
shall not have such rights.

(g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed will be deemed to be an original and all of which taken
together will constitute one and the same instrument.

(h) HEADINGS. The headings in this Agreement are for
convenience of reference only and will not limit or otherwise affect the meaning
hereof.

(i) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.



22


(j) JURISDICTION; CONSENT TO SERVICE OF PROCESS.

(A) Each party hereby irrevocably and unconditionally submits,
for itself and its property, to the exclusive jurisdiction of any state
or federal court located in the State of Delaware (as applicable, a
"DELAWARE COURT"), and any appellate court from any such court, in any
suit, action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment resulting
from any such suit, action or proceeding, and each party hereby
irrevocably and unconditionally agrees that all claims in respect of
any such suit, action or proceeding may be heard and determined in the
Delaware Court.

(B) It will be a condition precedent to each party's right to
bring any such suit, action or proceeding that such suit, action or
proceeding, in the first instance, be brought in the Delaware Court
(unless such suit, action or proceeding is brought solely to obtain
discovery or to enforce a judgment), and if each such court refuses to
accept jurisdiction with respect thereto, such suit, action or
proceeding may be brought in any other court with jurisdiction;
PROVIDED that the foregoing will not apply to any suit, action or
proceeding by a party seeking indemnification or contribution pursuant
to this Agreement or otherwise in respect of a suit, action or
proceeding against such party by a thirty party if such suit, action or
proceeding by such party seeking indemnification or contribution is
brought in the same court as the suit, action or proceeding against
such party.

(C) No party may move to (i) transfer any such suit, action or
proceeding from the Delaware Court to another jurisdiction, (ii)
consolidate any such suit, action or proceeding brought in the Delaware
Court with a suit, action or proceeding in another jurisdiction, or
(iii) dismiss any such suit, action or proceeding brought in the
Delaware Court for the purpose of bringing the same in another
jurisdiction.

(D) Each party hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, (i) any
objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this
Agreement in the Delaware Court, (ii) the defense of an inconvenient
forum to the maintenance of such suit, action or proceeding


23


in any such court, and (iii) the right to object, with respect to such
suit, action or proceeding, that such court does not have jurisdiction
over such party. Each party irrevocably consents to service of process
in any manner permitted by law. Notwithstanding the foregoing, this
Section 11(j) will not apply to any suit, action or proceeding to
enforce a judgment of a Delaware Court.

(k) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein will remain in full force and effect
and will in no way be affected, impaired or invalidated, and the parties hereto
will use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.

(l) ENTIRE AGREEMENT. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the registration rights granted by the Company with
respect to the Registrable Securities. This Agreement supersedes all prior
agreements and understandings among the parties with respect to such
registration rights.

(M) ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the prevailing party, as determined by the court,
will be entitled to recover reasonable attorneys' fees in addition to any other
available remedy.

[SIGNATURE PAGE FOLLOWS]


24



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

EXPLORER HOLDINGS, L.P.

By: Explorer Holdings GenPar, LLC,
its General Partner


By:
--------------------------------------
William T. Cavanaugh, Jr.
Vice President


OMEGA HEALTHCARE INVESTORS, INC.


By:
--------------------------------------
C. Taylor Pickett
Chief Executive Officer