Exhibit 4.1


 


FORM OF
REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is
made and entered into as of December 20, 2007, by and between MYR Group Inc., a Delaware
corporation (together with any successor entity thereto, the “Company”), and Friedman, Billings, Ramsey &
Co., Inc., a Delaware corporation (“FBR”),
for the benefit of FBR, the purchasers of the Company’s common stock, $0.01 par value per share, as participants (“Participants”) in the private placement by
the Company of shares of its common stock, and the direct and indirect
transferees of FBR, and each of the Participants.


 


This Agreement is made pursuant
to the Purchase/Placement Agreement (the “Purchase/Placement
Agreement”), dated as of December 13, 2007, by and between the Company and FBR in
connection with the purchase and sale or placement of an aggregate of 17,432,552 shares of the Company’s common stock (plus
an additional 1,743,254 shares
to cover additional allotments, if any). 
In order to induce FBR to enter into the Purchase/Placement Agreement,
the Company has agreed to provide the registration rights provided for in this
Agreement to FBR, the Participants, and their respective direct and indirect
transferees.  The execution of this
Agreement is a condition to the closing of the transactions contemplated by the
Purchase/Placement Agreement.


 


The parties hereby agree as
follows:


 


1.             Definitions


 


As used in this Agreement, the
following terms shall have the following meanings:


 


Accredited
Investor Shares:  Shares initially sold by the Company to “accredited
investors” (within the meaning of Rule 501(a) promulgated under the
Securities Act) as Participants.


 


Affiliate:  As to any
specified Person, (i) any Person directly or indirectly owning,
controlling or holding, with power to vote, ten percent or more of the
outstanding voting securities of such other Person, (ii) any Person, ten
percent or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held, with power to vote, by such other Person,
(iii) any Person directly or indirectly controlling, controlled by or
under common control with such other Person, (iv) any executive officer,
director, trustee or general partner of such Person and (v) any legal
entity for which such Person acts as an executive officer, director, trustee or
general partner.  An indirect
relationship shall include circumstances in which a Person’s spouse, children,
parents, siblings or mother, father, sister- or brother-in-law is or has been
associated with a Person.


 


Agreement:  As defined
in the preamble.


 


Board of Directors:  As defined
in Section 6(a) hereof.


 

















 


Business Day:  With
respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in New
York, New York or other applicable places where such act is to occur are
authorized or obligated by applicable law, regulation or executive order to
close.


 


Closing Date:  December 20, 2007 or such other time or such other date as FBR
and the Company may agree.


 


Commission:  The
Securities and Exchange Commission.


 


Common Stock:  The common
stock, $0.01  par value per share, of the Company.


 


Company:  As defined
in the preamble.


 


Controlling
Person:  As defined in Section 7(a) hereof.


 


End of
Suspension Notice:  As defined in Section 6(b) hereof.


 


Exchange Act:  The
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission pursuant thereto.


 


FBR:  As defined
in the preamble.


 


FINRA:  The
Financial Industry Regulatory Authority, Inc.


 


Holder:  Each
record owner of any Registrable Shares from time to time, including FBR and its
Affiliates.


 


Indemnified
Party:  As defined in Section 7(c) hereof.


 


Indemnifying
Party:  As defined in Section 7(c) hereof.


 


IPO
Registration Statement:  As defined in Section 2(b) hereof.


 


Issuer Free
Writing Prospectus:  As defined in Section 2(c) hereof.


 


Liabilities:  As defined
in Section 7(a) hereof.


 


No Objections
Letter:  As defined in Section 5(t) hereof.


 


Nominee:  As defined
in Section 3(c) hereof.


 


Participants:  As defined
in the preamble.


 


Person:  An
individual, partnership, corporation, trust, unincorporated organization,
government or agency or political subdivision thereof, or any other legal
entity.


 


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Proceeding:  An action,
claim, suit or proceeding (including without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or, to the
knowledge of the Person subject thereto, threatened.


 


Prospectus:  The
prospectus included in any Registration Statement, including any preliminary
prospectus at the “time of sale” within the meaning of Rule 159 under the
Securities Act and all other amendments and supplements to any such prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference, if any, in such prospectus.


 


Purchase/Placement
Agreement:  As defined in the preamble.


 


Purchaser Indemnitee:  As defined
in Section 7(a) hereof.


 


Registrable
Shares:  The Rule 144A Shares, the Accredited
Investor Shares and the Regulation S Shares, upon original issuance
thereof, and at all times subsequent thereto, including upon the transfer
thereof by the original holder or any subsequent holder and any shares or other
securities issued in respect of such Registrable Shares by reason of or in
connection with any stock dividend, stock distribution, stock split, purchase
in any rights offering or in connection with any exchange for or replacement of
such Registrable Shares or any combination of shares, recapitalization, merger
or consolidation, or any other equity securities issued pursuant to any other
pro rata distribution with respect to the Common Stock, until, in the case of
any such Rule 144A Share, Accredited Investor Share or Regulation S
Share, the earliest to occur of (i) the date on which the resale of such
share has been registered pursuant to the Securities Act and it has been
disposed of in accordance with the Registration Statement relating to it, (ii) the
date on which either it has been transferred pursuant to Rule 144 (or any
similar provision then in effect) or is saleable pursuant to Rule 144(k) promulgated
by the Commission pursuant to the Securities Act or (iii) the date on
which it is sold or transferred to the Company.


 


Registration
Default:  As defined in Section 2(f) hereof.


 


Registration
Expenses:  Any and all expenses incident to the
performance of or compliance with this Agreement, including, without
limitation: (i) all Commission, securities exchange, FINRA registration,
listing, inclusion and filing fees; (ii) all fees and expenses incurred in
connection with compliance with international, federal or state securities or
blue sky laws (including, without limitation, any registration, listing and
filing fees and fees and disbursements of counsel in connection with blue sky
qualification of any of the Registrable Shares and the preparation of a blue
sky memorandum and compliance with the rules of FINRA); (iii) all
expenses in preparing or assisting in preparing, word processing, duplicating, printing,
delivering and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities
sales agreements, certificates and any other documents relating to the
performance under and compliance with this Agreement; (iv) all fees and
expenses incurred in connection with the listing or inclusion of any of the
Registrable Shares on any securities exchange pursuant to Section 5(n) of
this Agreement; (v) the fees and disbursements of counsel for the Company
and of the independent registered public accounting firm of the Company


 


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(including, without limitation, the expenses
of any special audit and “cold comfort” letters required by or incident to the
performance of this Agreement); (vi) reasonable fees and disbursements of
Nelson Mullins Riley & Scarborough, LLP, or one such other counsel,
reasonably acceptable to the Company, for the Holders, selected by the Holders
holding a majority of the Registrable Shares (such counsel, “Selling Holders’ Counsel”); and (vii) any
fees and disbursements customarily paid by issuers in issues and sales of
securities (including the fees and expenses of any experts retained by the
Company in connection with any Registration Statement); provided, however, that Registration
Expenses shall exclude transfer taxes, brokers’ or underwriters’ discounts and
commissions, if any, relating to the sale or disposition of Registrable Shares
by a Holder.


 


Registration
Statement:  Any registration statement of the Company
that covers the resale of Registrable Shares pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement.


 


                Regulation S: 
Regulation S (Rules 901-905) promulgated by the Commission
under the Securities Act, as such rules may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission as a
replacement thereto having substantially the same effect as such regulation.


 


Regulation S
Shares:  Shares initially resold by FBR pursuant to
the Purchase/Placement Agreement to “non-U.S. persons” (in accordance with
Regulation S) in an “offshore transaction” (in accordance with
Regulation S).


 


Rule 144:  Rule 144
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


Rule 144A:  Rule 144A
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


Rule 144A
Shares:  Shares initially resold by FBR pursuant to
the Purchase/Placement Agreement to “qualified institutional buyers” (as such
term is defined in Rule 144A).


 


Rule 158:  Rule 158
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


Rule 159:  Rule 159
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


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Rule 405:  Rule 405
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


Rule 415:  Rule 415
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


Rule 424:  Rule 424
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


Rule 429:  Rule 429
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


Rule 433:  Rule 433 promulgated by the Commission
pursuant to the Securities Act, as such rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the
Commission as a replacement thereto having substantially the same effect as
such rule.


 


Securities
Act:  The Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder.


 


Shares:  The shares
of Common Stock being offered and sold pursuant to the terms and conditions of
the Purchase/Placement Agreement.


 


Shelf
Registration Statement:  As defined in Section 2(a) hereof.


 


Special Election Meeting:  As defined
in Section 3(a) hereof.


 


Suspension
Event:  As defined in Section 6(b) hereof.


 


Suspension
Notice:  As defined in Section 6(b) hereof.


 


Underwritten
Offering:  A sale of securities of the Company to an
underwriter or underwriters for re-offering to the public.


 


2.             Registration
Rights


 


(a)           Mandatory Shelf
Registration.  As set forth in
Section 5 hereof, the Company agrees to file with the Commission as soon
as reasonably practicable following the date of this Agreement (but in no event
later than the date that is 120 days after the date of this Agreement) a
shelf Registration Statement on Form S-1 or such other form under the
Securities Act then available to the Company providing for the resale of any
Registrable Shares pursuant to Rule 415 from time to time by the Holders
(a “Shelf Registration Statement”).  The Company shall use its


 


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commercially reasonable efforts
to cause such Shelf Registration Statement to be declared effective by the
Commission as soon as practicable.  Any
Shelf Registration Statement shall provide for the resale from time to time,
and pursuant to any method or combination of methods legally available (including,
without limitation, an Underwritten Offering, a direct sale to purchasers or a
sale through brokers or agents, which may include sales over the internet) by
the Holders of any and all Registrable Shares. 
The undersigned hereby acknowledges on behalf of the Holders that each
management stockholder that is or becomes party to that Management Stockholders
Agreement dated March 10, 2006 shall be entitled to have his or her shares
then owned listed on the Shelf Registration Statement, and each management
option holder holding options on the date hereof shall be entitled to have the
shares underlying his or her options listed on the Shelf Registration
Statement.


 


(b)           IPO Registration.  If the Company proposes to file a
registration statement on Form S-1 or such other form under the Securities
Act providing for the initial public offering of shares of Common Stock (the “IPO Registration Statement”), the Company
will notify in writing each Holder of the proposed filing and afford each
Holder an opportunity to include in the IPO Registration Statement all or any
part of the Registrable Shares then held by such Holder.  Each Holder desiring to include in the IPO
Registration Statement all or part of the Registrable Shares held by such
Holder shall, within fifteen (15) days after receipt of the above-described
notice from the Company, so notify the Company in writing, and in such notice
shall inform the Company of the number of Registrable Shares such Holder wishes
to include in the IPO Registration Statement. 
Any election by any Holder to include any Registrable Shares in the IPO
Registration Statement will not affect the inclusion of such Registrable Shares
in the Shelf Registration Statement until such Registrable Shares have been
sold under the IPO Registration Statement.


 


(i)            Right
to Terminate IPO Registration. 
The Company shall have the right to terminate or withdraw the IPO
Registration Statement initiated by it referred to in this Section 2(b) prior
to the effectiveness of such registration whether or not any Holder has elected
to include Registrable Shares in such registration; provided,
however, the Company must provide each Holder that elected to
include any Registrable Shares in such IPO Registration Statement prompt
written notice of such termination. 
Furthermore, in the event the IPO Registration Statement is not declared
effective within one hundred thirty-five (135) days following the initial
filing of the IPO Registration Statement, unless a road show for the
Underwritten Offering pursuant to the IPO Registration Statement is actually in
progress at such time, the Company shall promptly provide a new written notice
to all Holders giving them another opportunity to elect to include Registrable
Shares in the pending IPO Registration Statement.  Each Holder receiving such notice shall have
the same election rights afforded such Holder as described in clause (b) above.


 


(ii)           Selection
of Underwriter.  The Company
shall have the sole right to select the managing underwriter(s) for its
initial public offering, regardless of whether any Registrable Securities are
included in the IPO Registration Statement or otherwise.


 


(iii)          Shelf
Registration not Impacted by IPO Registration Statement.  The Company’s obligation to file
the Shelf Registration Statement pursuant to Section 2(a) hereof
shall not be affected by the filing or effectiveness of the IPO Registration
Statement.


 


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(c)           Issuer Free Writing
Prospectus.  The Company
represents and agrees that, unless it obtains the prior consent of Selling
Holders’ Counsel  or the consent of the managing
underwriter in connection with any Underwritten Offering of Registrable Shares,
and each Holder represents and agrees that, unless it obtains the prior consent
of the Company and any such underwriter, the Company will not make any offer
relating to the Shares that would constitute an “issuer free writing
prospectus,” as defined in Rule 433 (an “Issuer
Free Writing Prospectus”), or that would otherwise constitute a “free
writing prospectus,” as defined in Rule 405, required to be filed with the
Commission.  The Company represents that
any Issuer Free Writing Prospectus will not include any information that
conflicts with the information contained in any Registration Statement or the
related Prospectus and, any Issuer Free Writing Prospectus, when taken together
with the information in such Registration Statement and the related Prospectus,
will not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.


 


(d)           Underwriting.  The Company shall advise all Holders of the
underwriter for the Underwritten Offering proposed under the IPO Registration
Statement.  The right of any such Holder’s
Registrable Shares to be included in the IPO Registration Statement pursuant to
Section 2(b) shall be conditioned upon such Holder’s participation in
such underwriting and the inclusion of such Holder’s Registrable Shares in the
underwriting to the extent provided herein. 
All Holders proposing to distribute their Registrable Shares through
such underwriting shall enter into an underwriting agreement in customary form
with the managing underwriter(s) selected for such underwriting and complete
and execute any questionnaires, powers of attorney, indemnities, custody
agreements, securities escrow agreements and other documents reasonably
required under the terms of such underwriting, and furnish to the Company such
information as the Company may reasonably request in writing for inclusion in
the Registration Statement; provided,
however, that no Holder shall be
required to make any representations or warranties to or agreements with the
Company or the underwriters other than representations, warranties or
agreements regarding such Holder and such Holder’s intended method of
distribution and any other representation required by law or reasonably
requested by the underwriters. 
Notwithstanding any other provision of this Agreement, if the managing
underwriter(s) determine(s) in good faith that marketing factors
require a limitation on the number of shares to be included, then the managing
underwriter(s) may exclude shares (including Registrable Shares) from the
IPO Registration Statement and Underwritten Offering, and any shares included
in such IPO Registration Statement and Underwritten Offering shall be allocated
first, to the Company, and second, to each of the Holders requesting
inclusion of their Registrable Shares in such IPO Registration Statement (on a pro rata basis based on the total number
of Registrable Shares then held by each such Holder who is requesting
inclusion); provided, however, that the number of Registrable
Shares to be included in the IPO Registration Statement shall not be reduced
unless all other securities of the Company held by (i) officers,
directors, other employees of the Company and consultants other than holders
who do not waive their piggyback registration rights under Article III of
the Management Stockholders Agreement, dated as March 10, 2006, among the
Company and the management stockholders party thereto;  and (ii) other holders of the Company’s
capital stock with registration rights that are inferior (with respect to such
reduction) to the registration rights of the Holders set forth herein, are
first entirely excluded from the underwriting and registration; provided, further,
however, that Holders of
Registrable Shares shall be permitted to include Registrable Shares comprising
at least


 


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25% of the total securities
included in the Underwritten Offering proposed under the IPO Registration
Statement.


 


By electing to include the
Registrable Shares in the IPO Registration Statement, the Holder of such
Registrable Shares shall be deemed to have agreed not to effect any public sale
or distribution of securities of the Company of the same or similar class or
classes of the securities included in the IPO Registration Statement or any
securities convertible into or exchangeable or exercisable for such securities,
including a sale pursuant to Rule 144 or Rule 144A under the
Securities Act, during such periods as reasonably requested (but in no event
for a period longer than thirty (30) days prior to the anticipated effective
date of the IPO Registration Statement and one hundred eighty (180) days
following the effective date of the IPO Registration Statement) by the
representatives of the underwriters, if an Underwritten Offering, or by the
Company in any other registration.


 


If any Holder disapproves of the
terms of any such underwriting, such Holder may elect to withdraw therefrom by
written notice to the Company and the managing underwriter(s), delivered at
least five (5) Business Days prior to the commencement of any roadshow
relating to securities offered under the IPO Registration Statement, or such
shorter time as the managing underwriter(s) may agree.  Any Registrable Shares excluded or withdrawn
from such underwriting shall be excluded and withdrawn from the registration.


 


(e)           Expenses.  The Company shall pay all
Registration Expenses in connection with the registration of the Registrable
Shares pursuant to this Agreement.  Each
Holder participating in a registration pursuant to this Section 2 shall
bear such Holder’s proportionate share (based on the total number of
Registrable Shares sold in such registration) of all discounts and commissions
payable to underwriters or brokers in connection with a registration of
Registrable Shares pursuant to this Agreement.


 


(f)            Executive Bonus.  If the Company does not file a
Registration Statement registering the resale of the Registrable Shares within
120 days after the Closing Date, other than as a result of the Commission
being unable to accept such filings (a “Registration
Default”), then, for each day the Registration Default continues,
William A. Koertner, President and Chief Executive Officer, shall forfeit 1.0%
of any bonus that would otherwise be payable to him in the 2008 fiscal year (or
to which he became entitled as a result of performance during the 2008  fiscal year), whether under an employment agreement with
the Company, a bonus plan or any other bonus arrangement, including any bonus
compensation for which payment would otherwise be deferred until after
2008.  No bonuses, compensation, awards,
equity compensation or other amounts shall be payable or granted in lieu of or
to make such President and Chief Executive Officer whole for any such forfeited
bonuses.


 


3.             Special Election Meeting.


 


(a)           If a Registration Statement registering the resale of the
Registrable Shares has not been declared effective by the Commission on a date
that is 18 months after the Closing Date (the “Trigger Date”), the Secretary of
the Company shall call a special meeting of stockholders (the 


 


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“Special Election Meeting”) in
accordance with the Bylaws of the Company. 
The Special Election Meeting shall occur as soon as possible following
the Trigger Date but in no event more than thirty (30) days after the Trigger
Date.


 


(b)           Purposes of Meeting.  The Special Election Meeting shall be called
solely for the purposes of (i) considering and voting upon proposals to
remove each then-serving director of the Company; and (ii) electing such
number of directors as there are then vacancies on the Board of Directors of
the Company (including any vacancies created by the removal of any director
pursuant to Section 3(b)(i) hereof). 
The removal of any director pursuant to Section 3(b)(i) hereof
shall be effective immediately upon the receipt of the final report of the
Inspector of Elections for the Special Election Meeting of the result of the
vote on the proposal to remove such director.


 


(c)           Nominations.  Nominations of individuals for election to
the Board of Directors of the Company at the Special Election Meeting may only
be made (i) by or at the direction of the Board of Directors or (ii) upon
receipt by the Company of written notice of Holders entitled to cast, or direct
the casting of, not less than 20% of all the votes entitled to be cast at the
Special Election Meeting and containing the information specified by Section 3(d) hereof.  Each individual whose nomination is made in
accordance with this Section 3(c) is hereinafter referred to as a “Nominee.”


 


(d)           Procedure for Stockholder
Nominations.  For nominations
of individuals for election to the Board of Directors to be properly brought
before the Special Election Meeting by Holders pursuant to Section 3(c)(ii) hereof,
the Holders must have given notice thereof in writing to the Secretary of the
Company not later than 5:00 p.m., Eastern Time, on the 10th
calendar day after the Trigger Date. 
Such notice shall include each such proposed Nominee’s written consent
to serving as a director, if elected, and shall specify:


 


(i)            as to each proposed
Nominee, the name, age, business address and residence address of such proposed
Nominee and all other information relating to such proposed Nominee that would
be required, pursuant to Regulation 14A promulgated under the Exchange Act (or
any successor provision), to be disclosed in a contested solicitation of
proxies with respect to the election of such individual as a director; and


 


(ii)           as to each Holder
giving the notice, the class, series and number of all shares of beneficial
interest of the Company that are owned by such Holder, beneficially or of
record.


 


(e)           Notice.  Not less than ten (10) nor more than
sixty (60) days before the Special Election Meeting, the Secretary of the
Company shall give to each stockholder entitled to vote at, or to notice of,
such meeting at such stockholder’s address as it appears in the share transfer
records of the Company, notice in writing setting forth (i) the time and
place of the Special Election Meeting, (ii) the purposes for which the
Special Election Meeting has been called and (iii) the name of each
Nominee.


 


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4.             Rules 144 and 144A
Reporting


 


With a view to making available
the benefits of certain rules and regulations of the Commission that may
at any time permit the sale of the Registrable Shares to the public without
registration, the Company agrees to:


 


(a)           use its commercially reasonable efforts to make and keep
public information available, as those terms are understood and defined in Rule 144
under the Securities Act, at all times after the effective date of the first
registration statement under the Securities Act filed by the Company for an
offering of its securities to the general public;


 


(b)           use its commercially reasonable efforts to file with the
Commission in a timely manner all reports and other documents required to be
filed by the Company under the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements);


 


(c)           so long as a Holder owns any Registrable Shares, if the
Company is not required to file reports and other documents under the
Securities Act and the Exchange Act, it will make available other information
as required by, and so long as necessary to permit sales of Registrable Shares
pursuant to, Rule 144 or Rule 144A, and in any event shall make
available (either by mailing a copy thereof, by posting on the Company’s
website, or by press release) to each Holder a copy of:


 


(i)            the Company’s
annual consolidated financial statements (including at least balance sheets,
statements of profit and loss, statements of stockholders’ equity and
statements of cash flows) prepared in accordance with generally accepted
accounting principles in the U.S., accompanied by an audit report of the
Company’s independent accountants, no later than ninety (90) days after
the end of each fiscal year of the Company; and


 


(ii)           the Company’s
unaudited quarterly financial statements (including at least balance sheets,
statements of profit and loss, statements of stockholders’ equity and
statements of cash flows) prepared in a manner consistent with the preparation
of the Company’s annual financial statements, no later than forty-five
(45) days after the end of each fiscal quarter of the Company;


 


the Company shall hold, a reasonable time
after the availability of such financial statements and upon reasonable notice
to the Holders and FBR (either by mail, by posting on the Company’s website, or
by press release), a quarterly investor conference call to discuss such
financial statements, which call will also include an opportunity for the
Holders to ask questions of management with regard to such financial
statements, and will also cooperate with, and make management reasonably
available to, FBR personnel in connection with making Company information
available to investors; and


 


(d)           at any time after it has become subject to the reporting
requirements of the Exchange Act, so long as a Holder owns any Registrable
Shares, to furnish to the Holder promptly upon request (i) a written
statement by the Company as to its compliance with the reporting requirements
of Rule 144 (at any time after ninety (90) days after the effective
date of the first


 


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registration statement filed by
the Company for an offering of its securities to the general public), and of
the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of the Company, and (iii) such other reports
and documents of the Company, and take such further actions, as a Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such Registrable Shares without
registration.


 


5.             Registration Procedures


 


In connection with the
obligations of the Company with respect to any registration pursuant to this
Agreement, the Company shall use its commercially reasonable efforts to effect
or cause to be effected the registration of the Registrable Shares under the
Securities Act to permit the sale of such Registrable Shares by the Holder or
Holders in accordance with the Holder’s or Holders’ intended method or methods
of distribution, and the Company shall:


 


(a)           notify FBR, its counsel, and Selling Holders’ Counsel,
in writing, at least ten (10) Business Days prior to filing a Registration
Statement, of its intention to file a Registration Statement pursuant to which
Registrable Shares are to be registered with the Commission and, at least five (5) Business
Days prior to filing, provide a copy of the Registration Statement pursuant to
which Registrable Shares are to be registered to FBR and Selling Holders’
Counsel for review and comment; prepare and file with the Commission, as
specified in this Agreement, a Registration Statement(s), which Registration
Statement(s) shall (x) comply as to form in all material respects
with the requirements of the applicable form and include all financial
statements required by the Commission to be filed therewith and (y) be
reasonably acceptable to FBR, its counsel and Selling Holders’ Counsel; notify
FBR and Selling Holders’ Counsel in writing, at least five (5) Business
Days prior to filing of any amendment or supplement to such Registration
Statement and, at least three (3) Business Days prior to filing, provide a
copy of such amendment or supplement to FBR, its counsel and Selling Holders’
Counsel for review and comment; promptly following receipt from the Commission,
provide to FBR, its counsel and Selling Holders’ Counsel copies of any comments
made by the staff of the Commission relating to such Registration Statement and
of the Company’s responses thereto for review and comment; and use its
commercially reasonable efforts to cause such Registration Statement to become
effective as soon as practicable after filing and to remain effective, subject
to Section 6 hereof, until the earlier of (i) such time as all
Registrable Shares covered thereby have been sold in accordance with the
intended distribution of such Registrable Shares, (ii) there are no
Registrable Shares outstanding or (iii) the second anniversary of the
effective date of such Registration Statement (subject to extension as provided
in Section 6(c) hereof); provided,
however, that the Company shall not be required to cause the IPO
Registration Statement to remain effective for any period longer than ninety
(90) days following the effective date of the IPO Registration Statement
(subject to extension as provided in Section 6(c) hereof); provided, further,
that if the Company has an effective Shelf Registration Statement on Form S-1
under the Securities Act and becomes eligible to use Form S-3 or such
other short-form registration statement form under the Securities Act, the
Company may, upon thirty (30) Business Days prior written notice to all
Holders, register any Registrable Shares registered but not yet distributed
under the effective Shelf Registration Statement on such a short-form Shelf
Registration Statement and, once the short-form Shelf Registration Statement is
declared effective, de-register such shares under the previous Registration
Statement or transfer the 


 


11

















 


filing fees from the previous
Registration Statement (such transfer pursuant to Rule 429, if applicable)
unless any Holder registered under the initial Shelf Registration Statement
notifies the Company within fifteen (15) Business Days of receipt of the
Company notice that such a registration under a new Registration Statement and
de-registration of the initial Shelf Registration Statement would interfere
with its distribution of Registrable Shares already in progress;


 


(b)           subject to Section 5(i) hereof, (i) prepare
and file with the Commission such amendments and post-effective amendments to
each such Registration Statement as may be necessary to keep such Registration
Statement effective for the period described in Section 5(a) hereof; (ii) cause
each Prospectus contained therein to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 or any
similar rule that may be adopted under the Securities Act; and (iii) comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by each Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
selling Holders thereof;


 


(c)           furnish to the Holders, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Shares; the Company consents to the use of such Prospectus,
including each preliminary Prospectus, by the Holders, if any, in connection
with the offering and sale of the Registrable Shares covered by any such
Prospectus;


 


(d)           use its commercially reasonable efforts to register or
qualify, or obtain exemption from registration or qualification for, all
Registrable Shares by the time the applicable Registration Statement is
declared effective by the Commission under all applicable state securities or “blue
sky” laws of such jurisdictions as FBR or any Holder of Registrable Shares
covered by a Registration Statement shall reasonably request in writing, keep
each such registration or qualification or exemption effective during the
period such Registration Statement is required to be kept effective pursuant to
Section 5(a) and do any and all other acts and things that may be
reasonably necessary or advisable to enable such Holder to consummate the
disposition in each such jurisdiction of such Registrable Shares owned by such
Holder; provided, however, that
the Company shall not be required to (i) qualify generally to do business
in any jurisdiction or to register as a broker or dealer in such jurisdiction
where it would not otherwise be required to qualify but for this Section 5(d) and
except as may be required by the Securities Act, (ii) subject itself to
taxation in any such jurisdiction, or (iii) submit to the general service
of process in any such jurisdiction;


 


(e)           use its commercially reasonable efforts to cause all
Registrable Shares covered by such Registration Statement to be registered and
approved by such other governmental agencies or authorities as may be necessary
to enable the Holders thereof to consummate the disposition of such Registrable
Shares;


 


(f)            (i) notify FBR and each Holder promptly and, if
requested by FBR or any Holder, confirm such advice in writing (1) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (2) of the issuance
by


 


12

















 


the Commission or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, (3) of
any request by the Commission or any other federal, state or foreign
governmental authority for (A) amendments or supplements to a Registration
Statement or related Prospectus or (B) additional information and (4) of
the happening of any event during the period a Registration Statement is
effective as a result of which such Registration Statement or the related
Prospectus or any document incorporated by reference therein contains any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading (which information shall be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) and (ii) at
the request of any such Holder, promptly to furnish to such Holder a reasonable
number of copies of a supplement to or an amendment of such Prospectus as may
be necessary so that, as thereafter delivered to the purchaser of such
securities, such Prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;


 


(g)           use its commercially reasonable efforts to avoid the
issuance of, or if issued, to obtain the withdrawal of, any order enjoining or
suspending the use or effectiveness of a Registration Statement or suspending
the qualification of (or exemption from qualification of) any of the
Registrable Shares for sale in any jurisdiction, as promptly as practicable;


 


(h)           except as provided in Section 6, upon the occurrence
of any event contemplated by Section 5(f)(i)(4) hereof, use its
commercially reasonable efforts to promptly prepare a supplement or
post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Shares, such Prospectus will not contain any 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 the light of the circumstances
under which they were made, not misleading;


 


(i)            if requested by the representative of the underwriters,
if any, or any Holders of Registrable Shares being sold in connection with such
offering, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the representative of the
underwriters, if any, or such Holders indicate relates to them or that they
reasonably request be included therein 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;


 


(j)            in the case of an Underwritten Offering, use its
commercially reasonable efforts to furnish to the underwriters a signed
counterpart, addressed to the underwriters, of: (i) an opinion of counsel
for the Company, dated the date of each closing under the underwriting
agreement, reasonably satisfactory to the underwriters; and (ii) a “comfort”
letter, dated the pricing date of such Underwritten Offering and a bring-down
of such letter dated the date of each closing under the underwriting agreement,
signed by the independent public accountants who have certified the Company’s
financial statements included in such Registration Statement, covering
substantially the same matters with respect to such Registration Statement (and
the Prospectus included therein) and with respect to events subsequent to the
date of such financial statements, as are customarily


 


13

















 


covered in accountants’ letters
delivered to underwriters in underwritten public offerings of securities;


 


(k)           enter into customary agreements (including in the case of
an Underwritten Offering, an underwriting agreement in customary form) and take
all other action in connection therewith reasonably necessary in order to
expedite or facilitate the distribution of the Registrable Shares included in
such Registration Statement and, in the case of an Underwritten Offering, make
representations and warranties to the underwriters in such form and scope as
are customarily made by issuers to underwriters in underwritten offerings and
confirm the same to the extent customary if and when requested; provided, this clause (k) shall not require officers or
management of the Company to participate in any road show more than once in any
given calendar year and provided further that this clause (k) will not
require the Company to pay the expenses of any such road show.


 


(l)            make available for inspection by representatives of the
Holders and the representative of any underwriters participating in any
disposition pursuant to a Registration Statement and any special counsel or
accountants retained by such Holders or underwriters, all financial and other
records, pertinent corporate documents and properties of the Company and cause
the respective officers, directors and employees of the Company to supply all
information reasonably requested upon reasonable notice by any such
representatives, the representative of the underwriters, counsel thereto or
accountants in connection with the offer and sale of Registrable Shares
pursuant to a Registration Statement; provided,
however, that such records, documents or information that the
Company determines, in good faith, to be confidential and notifies such
representatives, representative of the underwriters, counsel thereto or
accountants are confidential shall not be disclosed by such representatives,
representative of the underwriters, counsel thereto or accountants unless (i) the
disclosure of such records, documents or information is necessary to avoid or
correct a material misstatement or omission in a Registration Statement or
Prospectus, provided that the person making the disclosure has first made a
request to the Company to correct such material misstatement or omission and
the Company has unreasonably refused such request, (ii) the release of
such records, documents or information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction; provided,
that (A) the Company shall have first had the opportunity to seek an
appropriate protective order or other appropriate remedy with respect to such
subpoena or other court order and such request for relief shall have been
denied and (B) if, in the absence of a protective order or other remedy,
the Company is nonetheless legally compelled to release such records, documents
or information or else stand liable for contempt or suffer other censure or
penalty, the Company shall disclose only such portion of the records, documents
or information that the Company is legally required to disclose; or (ii) such
records, documents or information have been generally made available to the
public other than in violation of this clause (m);


 


(m)          use its commercially reasonable efforts (including, without
limitation, seeking to cure any deficiencies cited by the exchange or market in
the Company’s listing or inclusion application) to list or include all
Registrable Shares on the New York Stock Exchange or the Nasdaq Global Market;


 


14

















 


(n)           prepare and file in a timely manner all documents and
reports required by the Exchange Act and, to the extent the Company’s
obligation to file such reports pursuant to Section 15(d) of the
Exchange Act expires prior to the expiration of the effectiveness period of the
Registration Statement as required by Section 5(a) hereof, the
Company shall register the Registrable Shares under the Exchange Act and shall
maintain such registration through the effectiveness period required by Section 5(a) hereof;


 


(o)           provide a CUSIP number for all Registrable Shares, not later
than the effective date of the Registration Statement;


 


(p)           (i) otherwise use its commercially reasonable efforts
to comply with all applicable rules and regulations of the Commission, (ii) make
generally available to its stockholders, as soon as reasonably practicable,
earnings statements covering at least 12 months that satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158
(or any similar rule promulgated under the Securities Act) thereunder, but
in no event later than forty-five (45) days after the end of each fiscal
year of the Company and (iii) not file any Registration Statement or
Prospectus or amendment or supplement to such Registration Statement or
Prospectus to which any Holder of Registrable Shares covered by any Registration
Statement shall have reasonably objected on the grounds that such Registration
Statement or Prospectus or amendment or supplement does not comply in all
material respects with the requirements of the Securities Act;


 


(q)           provide and cause to be maintained a registrar and
transfer agent for all Registrable Shares covered by any Registration Statement
from and after a date not later than the effective date of such Registration
Statement;


 


(r)            in connection with any sale or transfer of the
Registrable Shares (whether or not pursuant to a Registration Statement) that
will result in the securities being delivered no longer being Registrable
Shares, cooperate with the Holders and the representative of the underwriters,
if any, to facilitate the timely preparation and delivery of certificates
representing the Registrable Shares to be sold, which certificates shall not
bear any restrictive transfer legends unless required by applicable law and to
enable such Registrable Shares to be in such denominations and registered in
such names as the representative of the underwriters, if any, or the Holders
may request at least two (2) Business Days prior to any sale of the
Registrable Shares;


 


(s)           in connection with the initial filing of a Shelf
Registration Statement and each amendment thereto with the Commission pursuant
to Section 2(a) hereof, cooperate with FBR in connection with the
filing with FINRA of all forms and information required or requested by FINRA
in order to obtain written confirmation from FINRA that FINRA does not object
to the fairness and reasonableness of the underwriting terms and arrangements
(or any deemed underwriting terms and arrangements) (each such written
confirmation, a “No Objections Letter”)
relating to the resale of Registrable Shares pursuant to the Shelf Registration
Statement, including, without limitation, information provided to FINRA through
its COBRADesk system, and pay all costs, fees and expenses incident to FINRA’s
review of the Shelf Registration Statement and the related underwriting terms
and arrangements, including, without limitation, all filing fees associated
with any filings or submissions to FINRA and the legal expenses, filing fees
and other disbursements of FBR and any other FINRA member that is the holder
of, or is affiliated or


 


15

















 


associated with an owner of, Registrable
Shares included in the Shelf Registration Statement (including in connection
with any initial or subsequent member filing);


 


(t)            in connection with the initial filing of a Shelf
Registration Statement and each amendment thereto with the Commission pursuant
to Section 2(a) hereof, provide to FBR and its representatives, the
reasonable opportunity to conduct due diligence, including, without limitation,
an inquiry of the Company’s financial and other records, and make available
members of its management for questions regarding information which FBR may
reasonably request in order to fulfill any due diligence obligation on its
part;


 


(u)           upon effectiveness of the first Registration Statement
filed under this Agreement, take such actions and make such filings as are
necessary to effect the registration of the Common Stock under the Exchange Act
simultaneously with or immediately following the effectiveness of the
Registration Statement; and


 


(v)           in the case of an Underwritten Offering, use its
commercially reasonable efforts to cooperate and assist in any filings required
to be made with FINRA and in the performance of any due diligence investigation
by any underwriter and its counsel (including any “qualified independent
underwriter,” if applicable) that is required to be retained in accordance with
the rules and regulations of FINRA).


 


The Company may require the
Holders to furnish to the Company such information regarding the proposed
distribution by such Holder of such Registrable Shares as the Company may from
time to time reasonably request in writing or as shall be required to effect
the registration of the Registrable Shares, and no Holder shall be entitled to
be named as a selling stockholder in any Registration Statement and no Holder
shall be entitled to use the Prospectus forming a part thereof if such Holder
does not provide such information to the Company.  Each Holder further agrees to furnish promptly
to the Company in writing all information required from time to time to make
the information previously furnished by such Holder not misleading.


 


Each Holder agrees that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 5(f)(i)(3) or 5(f)(i)(4) hereof, such
Holder will immediately discontinue disposition of Registrable Shares pursuant
to a Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus.  If
so directed by the Company, such Holder will deliver to the Company (at the
expense of the Company) all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Registrable Shares current at the time of receipt of such notice.


 


6.             Black-Out
Period


 


(a)           Subject to the provisions of this Section 6 and a
good faith determination by a majority of the independent members of the board
of directors of the Company (the “Board of
Directors”) that it is in the best interests of the Company to
suspend the use of the Registration Statement, following the effectiveness of a
Registration Statement (and the filings with any 


 


16

















 


international, federal or state
securities commissions), the Company, by written notice to FBR and the Holders,
may direct the Holders to suspend sales of the Registrable Shares pursuant to a
Registration Statement for such times as the Company reasonably may determine
is necessary and advisable (but in no event for more than an aggregate of
ninety (90) days in any rolling twelve (12) month period commencing on the
Closing Date or more than sixty (60) days in any rolling ninety (90) day
period), if any of the following events shall occur: (i) the
representative of the underwriters of an Underwritten Offering of primary
shares by the Company has advised the Company that the sale of Registrable
Shares pursuant to the Registration Statement would have a material adverse
effect on the Company’s primary offering; (ii) the majority of the
independent members of the Board of Directors of the Company shall have
determined in good faith that (A) the offer or sale of any Registrable
Shares would materially impede, delay or interfere with any proposed financing,
offer or sale of securities, acquisition, corporate reorganization or other
significant transaction involving the Company, (B) after the advice of
counsel, the sale of Registrable Shares pursuant to the Registration Statement
would require disclosure of non-public
material information not otherwise required to be disclosed under applicable
law, and (C) (x) the Company has a bona fide business purpose for
preserving the confidentiality of such transaction, (y) disclosure would
have a material adverse effect on the Company or the Company’s ability to
consummate such transaction, or (z) renders the Company unable to comply
with Commission requirements, in each case under circumstances that would make
it impractical or inadvisable to cause the Registration Statement (or such
filings) to become effective or to promptly amend or supplement the
Registration Statement on a post-effective basis, as applicable; or (iii) the
majority of the independent members of the Board of Directors of the Company
shall have determined in good faith, after the advice of counsel, that it is
required by law, rule or regulation or that it is in the best interests of
the Company to supplement the Registration Statement or file a post-effective
amendment to the Registration Statement in order to incorporate information
into the Registration Statement for the purpose of (1) including in the
Registration Statement any prospectus required under Section 10(a)(3) of
the Securities Act; (2) reflecting in the prospectus included in the
Registration Statement any facts or events arising after the effective date of
the Registration Statement (or of the most recent post-effective amendment)
that, individually or in the aggregate, represent a fundamental change in the
information set forth therein; (3) including in the prospectus included in
the Registration Statement any material information with respect to the plan of
distribution not disclosed in the Registration Statement or any material change
to such information or (4) to correct any material misstatement or
omission in the Registration Statement. 
Upon the occurrence of any such suspension, the Company shall use its
best efforts to cause the Registration Statement to become effective or to
promptly amend or supplement the Registration Statement on a post-effective
basis or to take such action as is necessary to make resumed use of the
Registration Statement compatible with the Company’s best interests, as
applicable, so as to permit the Holders to resume sales of the Registrable
Shares as soon as possible.


 


(b)           In the case of an event that causes the Company to suspend
the use of a Registration Statement (a “Suspension
Event”), the Company shall give written notice (a “Suspension Notice”) to FBR and the Holders
to suspend sales of the Registrable Shares and such notice shall state
generally the basis for the notice and that such suspension shall continue only
for so long as the Suspension Event or its effect is continuing and the Company
is using its commercially reasonable efforts and taking all reasonable steps to
terminate suspension of the use of the Registration Statement as promptly as
possible.  The Holders shall not effect
any sales of the Registrable Shares


 


17

















 


pursuant to such Registration
Statement (or such filings) at any time after it has received a Suspension
Notice from the Company and prior to receipt of an End of Suspension Notice (as
defined below).  If so directed by the
Company, each Holder will deliver to the Company (at the expense of the
Company) all copies other than permanent file copies then in such Holder’s
possession of the Prospectus covering the Registrable Shares at the time of
receipt of the Suspension Notice.  The
Holders may recommence effecting sales of the Registrable Shares pursuant to
the Registration Statement (or such filings) following further notice to such
effect (an “End of Suspension Notice”)
from the Company, which End of Suspension Notice shall be given by the Company
to the Holders and FBR in the manner described above promptly following the
conclusion of any Suspension Event and its effect.


 


(c)           Notwithstanding any provision herein to the contrary, if
the Company shall give a Suspension Notice pursuant to this Section 6, the
Company agrees that it shall extend the period of time during which the
applicable Registration Statement shall be maintained effective pursuant to
this Agreement by the number of days during the period from the date of receipt
by the Holders of the Suspension Notice to and including the date of receipt by
the Holders of the End of Suspension Notice and copies of the supplemented or
amended Prospectus necessary to resume sales.


 


7.             Indemnification
and Contribution


 


(a)           The Company agrees to indemnify and hold harmless (i) each
Holder of Registrable Shares and any underwriter (as determined in the
Securities Act) for such Holder (including, if applicable, FBR), (ii) each
Person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act) any such Person
described in clause (i) (any of the Persons referred to in this
clause (ii) being hereinafter referred to as a “Controlling Person”), and (iii) the
respective officers, directors, partners, members, employees, representatives
and agents of any such Person or any Controlling Person (any Person referred to
in clause (i), (ii) or (iii) above may hereinafter be referred
to as a “Purchaser Indemnitee”),
to the fullest extent lawful, from and against any and all losses, claims,
damages, judgments, actions, out-of-pocket expenses, and other liabilities (the
“Liabilities”), including without
limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Purchaser Indemnitee, joint or several, directly or indirectly related to,
based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto), any Prospectus (or any amendment or
supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or
supplement thereto), or any preliminary Prospectus used to sell the Shares, or
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except insofar as
such Liabilities arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Purchaser Indemnitee furnished to
the Company or any underwriter in writing by such Purchaser Indemnitee
expressly for use therein.  The Company
shall notify the Holders promptly of the institution, threat or assertion of
any claim, proceeding (including any governmental investigation), or litigation
of which it shall


 


18

















 


have become aware in connection
with the matters addressed by this Agreement which involves the Company or a
Purchaser Indemnitee.  The indemnity
provided for herein shall remain in full force and effect regardless of any
investigation made by or on behalf of any Purchaser Indemnitee.


 


(b)           In connection with any Registration Statement in which a
Holder of Registrable Shares is participating, such Holder agrees, severally
and not jointly, to indemnify and hold harmless the Company, each Person who
controls the Company within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Exchange Act and the respective officers,
directors, partners, members, employees, representatives and agents of such
Person or Controlling Person to the same extent as the foregoing indemnity from
the Company to each Purchaser Indemnitee, but only with reference to untrue
statements or omissions or alleged untrue statements or omissions made in
reliance upon and in strict conformity with information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in such
Registration Statement (or any amendment thereto), Prospectus (or any amendment
or supplement thereto), Issuer Free Writing Prospectus (or any amendment or
supplement thereto) or any preliminary Prospectus.  Absent gross negligence or willful
misconduct, the liability of any Holder pursuant to this paragraph shall in no
event exceed the proceeds received by such Holder, net of underwriting
discounts and commissions, from sales of Registrable Shares pursuant to such
Registration Statement (or any amendment thereto), Prospectus (or any amendment
or supplement thereto), Issuer Free Writing Prospectus (or any amendment or
supplement thereto) or any preliminary Prospectus.


 


(c)           If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought
pursuant to paragraph (a) or (b) above, such Person (the “Indemnified Party”) shall promptly notify
the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the
commencement thereof (but the failure to so notify an Indemnifying Party shall
not relieve it from any liability which it may have under this Section 7,
except to the extent the Indemnifying Party is materially prejudiced by the
failure to give notice), and the Indemnifying Party, upon request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the
Indemnified Party to represent the Indemnified Party and any others the
Indemnifying Party may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding.  Notwithstanding the
foregoing, in any such proceeding, any Indemnified Party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party, unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Party failed within a reasonable time after
notice of commencement of the action to assume the defense and employ counsel
reasonably satisfactory to the Indemnified Party, (iii) the Indemnifying
Party and its counsel do not, in the reasonable judgment of the Indemnified
Party, actively and vigorously pursue the defense of such action or (iv) the
named parties to any such action (including any impleaded parties) include both
such Indemnified Party and Indemnifying Party, or any Affiliate of the
Indemnifying Party, and such Indemnified Party shall have been reasonably
advised by counsel that, either (x) there may be one or more legal
defenses available to it which are different from or additional to those
available to the Indemnifying Party or such Affiliate of the Indemnifying Party
or (y) a conflict may exist between such Indemnified Party and the
Indemnifying Party or such Affiliate of the Indemnifying Party (in which case
the Indemnifying Party shall not have the right to assume nor direct the
defense of such


 


19

















 


action on behalf of such
Indemnified Party; it being understood, however, that the Indemnifying Party
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to one local counsel) for
all such Indemnified Parties (unless one or more Indemnified Parties shall have
been reasonably advised by counsel that either there may be one or more legal
defenses available to it which are different from or additional to those
available to the other Indemnified Parties or a conflict may exist between
such Indemnified Party and one or more Indemnified Parties, in which case the
Indemnifying Party shall be liable for the fees and expenses of no more than
one separate firm of counsel, in addition to one local counsel, for each such
Indemnified Party), which firm shall be designated in writing by those
Indemnified Parties who sold a majority of the Registrable Shares sold by all
such Indemnified Parties and any such separate firm for the Company, the
directors, the officers and such control Persons of the Company as shall be
designated in writing by the Company). 
The Indemnifying Party shall not be liable for any settlement of any
proceeding effected without its written consent, which consent shall not be
unreasonably withheld, but if settled with such consent or if there is a final
judgment for the plaintiff, the Indemnifying Party agrees to indemnify any
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such proceeding.


 


(d)           If the indemnification provided for in paragraphs (a) and
(b) of this Section 7 is for any reason held to be unavailable to an
Indemnified Party in respect of any Liabilities referred to therein (other than
by reason of the exceptions provided therein) or is insufficient to hold
harmless a party indemnified thereunder, then each Indemnifying Party under
such paragraphs, in lieu of indemnifying such Indemnified Party thereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Liabilities (i) in such proportion as is appropriate to
reflect the relative benefits of the Indemnified Party on the one hand and the
Indemnifying Party(ies) on the other in connection with the statements or
omissions that resulted in such Liabilities, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the
Indemnifying Party(ies) and the Indemnified Party, as well as any other
relevant equitable considerations.  The
relative fault of the Company on the one hand and any Purchaser Indemnitees on
the other 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
the Company or by such Purchaser Indemnitees and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 


(e)           The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata allocation (even if such
Indemnified Parties were treated as one entity for such purpose), or by any
other method of allocation that does not take account of the equitable considerations
referred to in Section 7(d) above. 
The amount paid or payable by an Indemnified Party as a result of any
Liabilities referred to Section 7(d) shall be


 


20

















 


deemed to include, subject to
the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified
Party in connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of
this Section 7, in no event shall a Holder  be
required to contribute any amount in excess of the amount by which the  proceeds received by such Holder, net of
underwriting discounts and commissions, from sales of Registrable Shares
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  For purposes of this Section 7,
each Person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act) an underwriter
or a Holder of Registrable Shares shall have the same rights to contribution as
an underwriter or such Holder, as the case may be, and each Person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Exchange Act) the Company, and each officer, director, partner, employee,
representative, agent or manager of the Company shall have the same rights to
contribution as the Company.  Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a
claim for contribution may be made against another party or parties, notify
each party or parties from whom contribution may be sought, but the omission to
so notify such party or parties shall not relieve the party or parties from
whom contribution may be sought from any obligation it or they may have under
this Section 7 or otherwise, except to the extent that any party is
materially prejudiced by the failure to give notice.  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.


 


(f)            The indemnity and contribution agreements
contained in this Section 7 will be in addition to any liability which the
Indemnifying Parties may otherwise have to the Indemnified Parties referred to
above.  The Purchaser Indemnitee’s
obligations to contribute pursuant to this Section 7 are several in
proportion to the respective number of Shares sold by each of the Purchaser
Indemnitees hereunder and not joint.


 


8.             Market Stand-off Agreement


 


Each Holder hereby agrees that
it shall not, to the extent requested by the Company or an underwriter of
securities of the Company, directly or indirectly sell, offer to sell
(including without limitation any short sale), grant any option or otherwise
transfer or dispose of any Registrable Shares or other shares of Common Stock of
the Company or any securities convertible into or exchangeable or exercisable
for shares of Common Stock of the Company then owned by such Holder (other than
to donees or partners of the Holder who agree to be similarly bound) for a
period of sixty (60) days following the effective date of an IPO
Registration Statement of the Company filed under the Securities Act; provided, however,
that:


 


(a)                                  the restrictions above shall not apply to
Registrable Shares sold pursuant to the IPO Registration Statement;


 


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(b)           all executive officers and directors of the
Company then holding shares of Common Stock of the Company or securities
convertible into or exchangeable or exercisable for shares of Common Stock of
the Company enter into agreements that are no less restrictive;


 


(c)           the Holders shall be allowed any concession or
proportionate release allowed to any officer or director that entered into
agreements that are no less restrictive (with such proportion being determined
by dividing the number of shares being released with respect to such officer or
director by the total number of issued and outstanding shares held by such
officer or director); provided,
that nothing in this Section 8(c) shall be construed as a right to
proportionate release for the executive officers and directors of the Company
upon the expiration of the sixty (60) day period applicable to all Holders
other than the executive officers and directors of the Company; and


 


(d)           this Section 8 shall not be applicable if a
Shelf Registration Statement of the Company filed under the Securities Act has
been declared effective prior to the filing of an IPO Registration Statement.


 


In order to enforce the
foregoing covenant, the Company shall have the right to place restrictive
legends on the certificates representing the securities subject to this Section 8
and to impose stop transfer instructions with respect to the Registrable Shares
and such other securities of each Holder (and the securities of every other
Person subject to the foregoing restriction) until the end of such period.


 


9.             Termination of the Company’s
Obligation


 


Except with respect to Section 7
hereof, the Company shall have no obligation pursuant this Agreement with
respect to any Registrable Shares proposed to be sold by a Holder in a
registration pursuant to this Agreement if, in the opinion of counsel to the
Company, there are no longer any Registrable Shares or all such Registrable
Shares proposed to be sold by a Holder may be sold in a three month period
without registration under the Securities Act pursuant to Rule 144 under
the Securities Act.


 


10.          Limitations on Subsequent
Registration Rights


 


From and after the date of this
Agreement, the Company shall not, without the prior written consent of Holders
beneficially owning not less than a majority of the then outstanding
Registrable Shares (provided, however,
that for purposes of this Section 10, Registrable Shares that are owned,
directly or indirectly, by an Affiliate of the Company shall not be deemed to
be outstanding), enter into any agreement with any holder or prospective holder
of any securities of the Company that would allow such holder or prospective
holder (a) to include such securities in any Registration Statement filed
pursuant to the terms hereof, unless, under the terms of such agreement, such
holder or prospective holder may include such securities in any such
registration only to the extent that the inclusion of its securities will not
reduce the amount of Registrable Shares of the Holders that is included, or (b) to
have its securities registered on a registration statement that could be


 


22

















 


declared effective prior to, or
within one hundred eighty (180) days of, the effective date of any
Registration Statement filed pursuant to this Agreement.


 


11.          Miscellaneous


 


(a)           Remedies.  In the
event of a breach by the Company of any of its obligations under this
Agreement, each Holder, in addition to being entitled to exercise all rights
provided herein or, in the case of FBR, in the Purchase/Placement Agreement, or
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. 
Subject to Section 7, 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 shall waive the defense that a remedy at law would be adequate.


 


(b)           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 or departures
from the provisions hereof may not be given, without the written consent of the
Company and Holders beneficially owning not less than a majority of the then
outstanding Registrable Shares; provided,
however, that for purposes of this Section 11(b), Registrable
Shares that are owned, directly or indirectly, by an Affiliate of the Company
shall not be deemed to be outstanding. 
No amendment shall be deemed effective unless it applies uniformly to
all Holders.  Notwithstanding the
foregoing, a waiver or consent to or departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of a Holder whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect, impair, limit or compromise the rights of
other Holders may be given by such Holder; provided
that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions of the immediately
preceding sentence.


 


(c)           Notices.  All
notices and other communications, provided for or permitted hereunder, shall be
made in writing and delivered by facsimile (with receipt confirmed), overnight
courier or registered or certified mail, return receipt requested, or by
telegram:


 


(i)            if to a
Holder, at the most current address given by the transfer agent and registrar
of the Shares to the Company; and


 


(ii)           if to the
Company, at the offices of the Company at Three Continental Towers, 1701 West
Golf Road, Suite 1012, Rolling Meadows, Illinois 60008-4007, Attention:
Marco A. Martinez; (facsimile: 847-290-1892); with a copy to Skadden, Arps,
Slate, Meagher & Flom LLP (which shall not constitute notice) at Four
Times Square, New York, New York 10036, Attention: Stacy J. Kanter, Esq.
(facsimile: 917-777-3497)


 


(iii)          if to FBR, at the offices of FBR at 1001
Nineteenth Street North, Arlington, Virginia 22209, Attention: William Ginivan, Esq.
(facsimile 703-469-1140); with a copy (which shall not constitute notice) to
Nelson Mullins Riley & Scarborough


 


23

















 


LLP (which shall not constitute notice) at 101
Constitution Avenue, N.W., Suite 900, Washington, D.C. 20001, Attention:
Jonathan H. Talcott, Esq. (facsimile 202-712-2856).


 


(d)           Successors and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto, including, without limitation and
without the need for an express assignment or assumption, subsequent
Holders.  The Company agrees that the
Holders shall be third party beneficiaries to the agreements made hereunder by
FBR and the Company, and each Holder shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights hereunder; provided, however,
that such Holder fulfills all of its obligations hereunder.


 


(e)           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 shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(f)            Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


(g)           Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF NEW YORK OR ANY
FEDERAL COURT SITTING IN NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. 
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(h)           Severability.  If any
term, provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
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 hereto that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


24

















 


(i)            Entire Agreement.  This
Agreement, together with the Purchase/Placement Agreement, is intended by the
parties hereto 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 subject matter contained herein and therein.


 


(j)            Registrable Shares Held by the
Company or its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Shares is required hereunder,
Registrable Shares held by the Company or its Affiliates shall not be counted
in determining whether such consent or approval was given by the Holders of
such required percentage.


 


(k)           Adjustment
for Stock Splits, etc. 
Wherever in this Agreement there is a reference to a specific number of
shares, then upon the occurrence of any subdivision, combination, or stock
dividend of such shares, the specific number of shares so referenced in this
Agreement shall automatically be proportionally adjusted to reflect the effect
on the outstanding shares of such class or series of stock by such subdivision,
combination, or stock dividend.


 


(l)            Survival.  This
Agreement is intended to survive the consummation of the transactions
contemplated by the Purchase/Placement Agreement.  The indemnification and contribution
obligations under Section 7 of this Agreement shall survive the
termination of the Company’s obligations under Section 2 of this
Agreement.


 


(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, shall be entitled to recover its reasonable
attorneys’ fees in addition to any other available remedy.


 


[Signature page follows]


 


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


 


	
   

  	
  MYR GROUP INC.

  
	
   

  	
  By:

  	
  /s/ William A. Koertner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  William A. Koertner

  
	
   

  	
   

  	
  Title: President and Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FRIEDMAN, BILLINGS, RAMSEY &
  CO., INC.

  
	
   

  	
  By:

  	
  /s/ James R. Kleeblatt

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James R. Kleeblatt

  
	
   

  	
  Title:

  	
  Executive Vice President

  
				



 


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