Exhibit 4.2  


REGISTRATION RIGHTS AGREEMENT  


        This REGISTRATION RIGHTS AGREEMENT (as amended, modified and/or supplemented from time to time, this "Agreement")
is dated as of            , 2007, by and among Del Frisco's Restaurant Group, Inc., a Delaware corporation (together with its successors, the
"Company"), and LSF5 COI Holdings, LLC, a Delaware limited liability company ("LSF"). 


RECITALS  


        WHEREAS, prior to the consummation of the anticipated initial public offering of the Company's Common Stock, LSF has acquired a number of shares of the Company's
Common Stock; and 


        WHEREAS,
in order to provide LSF with registration rights, the Company and LSF desire to enter into this Agreement to document the registration rights set forth in this Agreement. 


        NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows: 


AGREEMENT  


        1.    Definitions.    As used herein, the following terms shall have the following meanings. 


        "Affiliate" means, as to any Person, any other Person that directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). 



        "Agreement" has the meaning set forth in the introductory paragraph hereof. 


        "Board of Directors" means the Company's Board of Directors. 


        "Common Stock" means shares of the Company's common stock, par value $.001 per share. For purposes of this Agreement, a Person will be
deemed to be a holder or owner of Common Stock whenever such Person has the right (other than pursuant to this Agreement) to acquire directly or indirectly such Common Stock (directly or upon
conversion, exchange or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations with respect to the exercise of such right, including
whether or not such right to acquire has vested or is unvested), whether or not such acquisition has actually been effected. 


        "Demand Registration" means a registration under the Securities Act requested in accordance with  Section 2(a). 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 



        "Holder" means LSF only, or if LSF is not the holder of a majority of the Registrable Securities outstanding at any time, the holders of a
majority of the Registrable Securities outstanding at such time. 


        "Person" means an individual, a partnership, a partner, a corporation, a limited liability company, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. 



        "Piggyback Registration" has the meaning set forth in Section 3(a). 


        "Public Offering" means the initial public offering registered under the Securities Act of the Company's Common Stock. 







 



        "Registrable Securities" means (i) any Common Stock held by LSF prior to the Public Offering and any Common Stock or other equity
securities of the Company subsequently acquired by LSF, and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above
by way of dividend, distribution, recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange. In addition, as to any particular Registrable Securities,
such securities shall cease to be Registrable Securities after they have (A) been distributed to the public pursuant to an offering registered under the Securities Act, (B) been sold to
the public through a broker, dealer or market maker in compliance with Rule 144 of the regulations promulgated under the Securities Act (or any similar rule then in force), or (C) ceased
to be outstanding. 


        "Registration Expenses" means (i) all expenses incident to the Company's performance of or compliance with this Agreement,
including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and
disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company, transfer taxes,
fees of transfer agents and registrars and fees of the National Association of Securities Dealers, Inc. and (ii) the reasonable fees and disbursements of (A) one counsel for the
holders of Registrable Securities (which counsel shall be chosen by the holders of a majority of the Registrable Securities proposed to be registered in the applicable registration), and
(B) one counsel for the Holder if its counsel is not the counsel chosen pursuant to immediately preceding clause (A). 


        "Rule 144" means Rule 144 under the Securities Act (or any similar rule then in force). 


        "SEC" means the Securities and Exchange Commission. 



        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 


        "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association or other business
entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or
(ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership,
association or other business entity gains or losses or shall be or control the managing director, general partner or similar controlling Person of such limited liability company, partnership,
association or other business entity. 


        2.    Demand Registrations.    



        (a)    Requests for Registration.    Subject to the remaining provisions of this Agreement (including the limitations
set forth in Section 2(b)), commencing 180 days following the closing of the Public Offering, the Holder may from time to time and at any
time request registration, whether underwritten or otherwise, under the Securities Act of all or part of the Registrable Securities held by such Holder. Each such request for a Demand Registration
shall specify the approximate number of Registrable Securities requested to be registered. Within 10 days after receipt of any such request for a Demand Registration, the Company will give
written notice of such requested registration to all other holders of Registrable Securities, if any, and will include (subject to Sections 2(c) and  8) in
such registration all Registrable Securities with respect to which 



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the
Company has received written requests for inclusion therein within 30 days after the receipt by such holders of the Company's notice. 



        (b)    Limitations.    The Holder will be entitled, in accordance with the provisions of this Agreement, to request an
unlimited number of Demand Registrations with respect to the Registrable Securities held by such Holders in which the Company will pay all Registration Expenses. Regardless of whether any Demand
Registration becomes effective or counts as one of the permitted Demand Registrations, the Company will pay all Registration Expenses incurred in connection with any registration initiated as a Demand
Registration. 


        (c)    Priority on Demand Registrations.    The Company will not include in any Demand Registration any securities
that are not Registrable Securities without the prior written consent of the Holders initially requesting such registration. If a Demand Registration is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds
the number of Registrable Securities and other securities, if any, that can be sold therein without adversely
affecting the marketability of the offering, the Company will include in such registration (i) first, the number of Registrable Securities
requested to be included in such registration pro rata, if necessary, among the Holders based on the number of Registrable Securities requested to be included therein by each such Holder and
(ii) second, subject to the first sentence of this Section 2(c), any other securities of
the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of such other securities requested to be included therein by each such holder. 


        (d)    Restrictions on Demand Registrations.    The Company may postpone for no more than 90 days in each
360-day period the filing or the effectiveness of a registration statement for a Demand Registration if both the Company's Board of Directors (in its reasonable good faith judgment) and
the Holder determine that such Demand Registration might reasonably be expected to have an adverse effect on any proposal or plan to engage in, or to cause the Company to disclose confidential
information regarding, any acquisition or disposal of stock or assets or any merger, consolidation, tender offer, financing or similar transaction (it being understood and agreed that the Company may
postpone the filing or effectiveness of a registration statement for a longer period of time, in any event not to exceed 120 days, if both the Company's Board of Directors (in its reasonable
good faith judgment) and the Holder reasonably determine that it is advisable to do so in order to ensure compliance with applicable state liquor laws; and it being further understood and agreed that
the Company shall use its commercially reasonable efforts to limit the number of days of such postponement); provided, that, in such event, the Holder
will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in
connection with such registration. 


        (e)    Selection of Underwriters.    In the case of a Demand Registration for an underwritten offering, the Company
will have the right to select the investment banker(s) and manager(s) to administer the offering, which investment banker(s) and manager(s) shall be nationally recognized and reasonably acceptable to
the holders of a majority of the Registrable Securities initially requesting such registration. 



        (f)    Other Registration Rights.    Except for the rights provided in this Agreement, the Company will not grant to
any Persons the right to request the Company to register any of its equity securities or any securities convertible or exchangeable into or exercisable for such securities without the prior written
consent of the Holders. 



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        3.    Piggyback Registrations.    



        (a)    Right to Piggyback.    Whenever the Company proposes to make a primary offering of its equity securities or
securities convertible or exchangeable into such securities and to register such securities under the Securities Act (other than (i) pursuant to a Demand Registration to which the provisions of  Section 2 shall apply, (ii) a registration statement on Form S-8 or S-4 or any successor form or
(iii) in connection with a registration the primary purpose of which is to register debt securities), and the registration form to be used may be used for the registration of Registrable
Securities (a "Piggyback Registration"), the Company will give prompt written notice to the Holder of its intention to effect such a registration. The
Company shall include in any such registration by it all Registrable Securities with respect to which it has received written requests for inclusion therein within 30 days after the receipt by
such holders of the Company's notice. 


        (b)    Piggyback Expenses.    The Registration Expenses of the holders of Registrable Securities will be paid by the
Company in all Piggyback Registrations involving Registrable Securities, regardless of whether any such registration becomes effective. 


        (c)    Priority on Piggyback Registrations.    If a Piggyback Registration is an underwritten offering and the
managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering
without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities that the
Company proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registration pro rata, if necessary,
among the holders of Registrable Securities based on the number of Registrable Securities requested to be included therein by each such Holder, and
(iii) third, subject to Section 2(f), any other securities of the Company requested to be
included in such registration pro rata, if necessary, on the basis of the number of such other securities requested to be included therein by each such Holder. 


        (d)    Selection of Underwriters.    If any Piggyback Registration is an underwritten offering, the Company will have
the right to select the investment banker(s) and manager(s) to administer the offering, which investment banker(s) and manager(s) shall be nationally recognized and reasonably acceptable to the
Holder. 


        (e)    Other Registrations.    If the Company has previously filed a registration statement with respect to the
Registrable Securities pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, the Company shall not
file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act
(except on Forms S-4 or S-8 or any successor forms), whether on its own behalf or at the request of any Holder or holders of such securities, until a period of at least six
months has elapsed from the effective date of such previous registration, unless the Holder has otherwise agreed. 




        4.    Holdback Agreements.    



        (a)   To
the extent not inconsistent with applicable law, the Holder hereby agrees not to effect any public sale or distribution (including, without limitation, sales pursuant
to Rule 144) of equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day
period beginning on the effective date of any Demand Registration or Piggyback Registration for a public offering to be underwritten on a firm commitment basis in which the Registrable Securities are
included (except as part of such underwritten registration) if the Holder has received written notice of such registration at least five days prior to such effective date, unless (i) the
underwriters managing the registered public offering otherwise agree and (ii) the Holder otherwise agrees. 



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        (b)   the
Company agrees: (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable
for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of any Demand Registration or Piggyback Registration for Registrable
Securities, in each case, to the extent involving a public offering to be underwritten on a firm commitment basis (except as part of such underwritten registration or pursuant to registrations on
Forms S-4 or S-8 or any successor forms), unless (A) the underwriters managing the registered public offering otherwise agree that such sale or distribution would not
negatively affect such Demand Registration or Piggyback Registration or (B) the Holder otherwise agrees that such sale or distribution would not negatively affect such Demand Registration or
Piggyback Registration; and (ii) to use its commercially reasonable efforts to cause each Holder, and each of the Company's or its Subsidiaries' directors and officers who hold, equity
securities of the Company or any securities convertible into or exchangeable or exercisable for such equity securities, purchased from the Company or any other Person at any time after the date hereof
(other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as
part of such underwritten registration, if otherwise permitted), unless (X) the underwriters managing the registered public offering otherwise agree that such sale or distribution would not
negatively affect such Demand Registration or Piggyback Registration or (Y) the Holder otherwise agrees that such sale or distribution would not negatively affect such Demand Registration or
Piggyback Registration. 




        5.    Registration Procedures.    Whenever the Holder has requested that any Registrable Securities be registered
pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as possible: 



        (a)   prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration
statement to become effective (provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company
will furnish to the counsel selected by the Holder copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel); 


        (b)   prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep
such registration statement effective for a period of not less than three years (or such shorter period of time as shall be necessary for the sale of the Registrable Securities) and comply with the
provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by
the sellers thereof set forth in such registration statement; 


        (c)   furnish
to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller; 


        (d)   use
its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this subsection, (ii) subject 



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itself
to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process that is not limited solely
to securities law violations) in any such jurisdiction); 


        (e)   notify
each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not
misleading or any representations or warranties of the Company contained in agreements contemplated by Section 5(h) cease to be true, and, at the
request of any such seller, the Company will promptly prepare and file, pursuant to Rule 424 under the Securities Act, a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein
not misleading; 


        (f)    cause
all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or otherwise designated
for trading in the same manner as similar securities of the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the
Holder; 


        (g)   provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; 


        (h)   enter
into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation,
effecting a stock split or a combination of shares); 


        (j)    make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers,
directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such
registration statement; 


        (i)    otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the first full calendar quarter of the Company after the effective date of
the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 


        (j)    permit
any holder of Registrable Securities that, in such holder's sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the
Company to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included; 


        (k)   in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, or, in either case, the initiation or the threatening of any such
proceeding, use its reasonable best efforts promptly to obtain the withdrawal of such order; 



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        (l)    use
its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental
agencies or authorities as may
be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and 



        (m)  obtain
a "cold comfort" letter from the independent public accountants of the Company in customary form and covering such matters of the type customarily covered by
"cold comfort" letters as the holders of a majority of the Registrable Securities being sold reasonably request. 


If
any such registration or comparable statement refers to any Holder by name or otherwise as the Holder of any securities of the Company and if, in its sole and exclusive judgment, such Holder is or
might be deemed to be a controlling Person of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder
and presented to the Company in writing, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the
Company's securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company or (ii) in the event that such
reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder;  provided, that with
respect to this clause (ii) such Holder shall furnish to the Company such legal opinions as the Board of Directors shall
reasonably request to such effect, which opinion of counsel shall be reasonably satisfactory to the Company. 




        6.    Registration Expenses.    



        (a)   All
Registration Expenses shall be borne by the Company with respect to any primary registration, proposed or otherwise, of its securities (including as contemplated by  Section 2(b) with respect to any
and all Demand Registrations, whether or not any such Demand Registration becomes effective, and whether or not
all, some or none of the Registrable Securities are actually sold pursuant to the respective Demand Registration). 


        (b)   To
the extent Registration Expenses are not required to be paid by the Company pursuant to Section 2(b) or as
otherwise set forth herein, each holder of securities included in any registration hereunder shall pay those Registration Expenses specifically allocable to the registration of such holder's
securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion (based on the amount of securities
included in the registration) to the aggregate selling price of the securities to be so registered; provided, that in no event shall the Company be
required to pay for any underwriting discounts or commissions or any broker's fees or other similar selling fees attributable to the sale of Registrable Securities, which shall be borne by the holders
of the Registrable Securities so registered pro rata on the basis of the number of their shares so registered. 




        7.    Indemnification.    



        (a)   The
Company agrees to indemnify, to the extent permitted by law, each Holder and its Affiliates and their respective managers, members, partners, officers and directors
and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses, joint or several, arising out of or based upon any
untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holder, manager, member, director, officer or
controlling Person for any legal or other expenses reasonably incurred by such Holder, manager, member, director, officer or controlling Person in connection with the investigation or 



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defense
of such loss, claim, damage, liability or expense, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use
therein or by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient
number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters
(within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities. 


        (b)   In
connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits
as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company in connection with any
registration of Registrable Securities, and its managers, members, directors and officers and each Person who controls the Company against any losses, claims, damages, liabilities and expenses, joint
or several, resulting from any untrue or alleged untrue statement of material fact contained in such registration statement, prospectus or preliminary prospectus or any amendment therefor supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, that the
obligation to indemnify will be individual (not joint and several) to each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities
pursuant to such registration statement. 


        (c)   Any
Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject
to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (plus one firm of local counsel in each applicable jurisdiction) for all parties
indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. 


        (d)   The
indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any manager, member, officer, partner, director or controlling Person of such indemnified party and will survive the transfer of securities. 


        (e)   If
a court of competent jurisdiction holds that the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other 



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relevant
equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by or on behalf of the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary in this  Section 7, no holder shall be required,
pursuant to this Section 7, to contribute any
amount in excess of the net proceeds received by such indemnifying party from the sale of securities in the offering to which the losses, claims, damages, liabilities or expenses of the indemnified
party relate. 




        8.    Participation in Underwritten Registrations.    No Person may participate in any registration hereunder that is
underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to
approve such arrangements, (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the
terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable
Securities and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration;  provided, that no holder of Registrable
Securities included in any underwritten registration shall be required to make any representations or warranties
to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations
to the Company or the underwriters with respect thereto (except as otherwise provided in Section 7); provided
further, that, with respect to the subject matter of Section 4(a), no holder of Registrable Securities shall be required
to undertake obligations under this Section 8 that are more onerous than the obligations of each holder of Registrable Securities under  Section 4(a). 


        9.    Rule 144 Reporting.    With a view to making available to the holders of Registrable Securities the
benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts
to: 



        (a)   make
and keep current public information available, within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all
times after it has become subject to the reporting requirements of the Exchange Act; 


        (b)   file
with the SEC, in a timely manner, all reports and other documents required under the Securities Act and Exchange Act (after it has become subject to such reporting
requirements); and 


        (c)   so
long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request a written statement as to its compliance with the reporting
requirements of said Rule 144 (at any time commencing 90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general
public), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of its most recent annual or quarterly report; and such other reports
and documents as such Person may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration. 




        10.    Notices.    All notices, demands and other communications to be given or made under or by reason of provisions
under this Agreement (a) shall be in writing, and (b) shall be deemed to have been given or made (x) when delivered personally or via courier or a nationally recognized overnight
delivery service (delivery charges prepaid) or (y) when telecopied, with telephonic confirmation of 


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receipt.
All such notices, demands and other communications shall be sent (i) in the case of any Stockholder, to the addresses or facsimile numbers as have been supplied in writing to the
Company and (ii) in the case of the Company, to Del Frisco's Restaurant Group, Inc., 224 E. Douglas, Suite 700, Wichita, Kansas 67202. 



        11.    Miscellaneous.    



        (a)    No Inconsistent Agreements.    Without the prior written consent of the Holders, the Company will not enter
into any agreement that is inconsistent with or violates or impairs the rights granted to the holders of Registrable Securities in this Agreement. 


        (b)    Remedies.    Any Person having rights under any provision of this Agreement will be entitled to enforce such
rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in his, her or its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this
Agreement. 


        (c)    Amendments and Waivers.    Except as otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by the Company and the Holder;  provided, that (i) no amendment that adversely
affects LSF in a manner different from any other Holder shall be effective against LSF without
LSF's written consent. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Agreement in accordance with its terms. 



        (d)    Successors and Assigns.    Except as otherwise expressly set forth herein, (x) all rights, covenants and
agreements in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not,
and (y) whether or not any express assignment has been made, the provisions of this Agreement that are for the benefit of the Holders or purchasers of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of Registrable Securities so long such subsequent holder (i) acquired such Registrable Securities in a private transaction not registered
pursuant to the Securities Act and not pursuant to Rule 144, and (ii) agreed in writing to be bound by the terms hereof. 


        (e)    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained herein, and to the fullest extent permitted by law a suitable and equitable provision will be substituted therefor in order to
carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. 


        (f)    Counterparts.    This Agreement may be executed simultaneously in two or more counterparts, any one of which
need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. 



        (g)    Descriptive Headings.    The descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement. 



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        (h)    Entire Agreement.    This Agreement embodies the complete agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the
subject matter hereof in any way. 


        (i)    Governing Law.    All issues and questions concerning the application, construction, validity, interpretation
and enforcement of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Texas, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. 



        (j)    Jurisdiction and Venue.    ALL JUDICIAL PROCEEDINGS BROUGHT BY OR AGAINST THE COMPANY OR THE HOLDER WITH
RESPECT TO THIS AGREEMENT, ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF TEXAS LOCATED IN DALLAS COUNTY. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY AND THE HOLDER ACCEPT FOR ITSELF, HIMSELF AND HERSELF AND IN CONNECTION WITH ITS, HIS OR HER
RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT. THE COMPANY AND THE HOLDER HEREBY WAIVE ANY CLAIM THAT SUCH JURISDICTION IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. 


        (k)    Waiver of Jury Trial.    THE COMPANY AND THE HOLDER HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION OR ENFORCEMENT THEREOF. THE COMPANY AND
THE HOLDER AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART OF THIS AGREEMENT. 



[Signature page follows.]


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        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first above written. 



	 	 	DEL FRISCO'S RESTAURANT GROUP, INC.
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Name:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	

	

 	
 	

LSF5 COI HOLDINGS, LLC
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Name:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	





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