Exhibit 10.2


 


 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


DUFF & PHELPS CORPORATION


 


and


 


the HOLDERS, as defined herein


 


Dated as of October 3, 2007


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS
  AND OTHER MATTERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Definitions Generally

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REGISTRATION
  RIGHTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Shelf Registration

  	
   

  	
  7

  
	
  Section 2.2

  	
   

  	
  Lovell Holders and Vestar Holders Demand
  Registration

  	
   

  	
  8

  
	
  Section 2.3

  	
   

  	
  Shinsei Holders Demand Registration

  	
   

  	
  9

  
	
  Section 2.4

  	
   

  	
  Priority on Demand Registration

  	
   

  	
  10

  
	
  Section 2.5

  	
   

  	
  Lovell Holders and Vestar Holders Piggyback
  Registration

  	
   

  	
  12

  
	
  Section 2.6

  	
   

  	
  Shinsei Holders Piggyback Registration

  	
   

  	
  14

  
	
  Section 2.7

  	
   

  	
  Priority on Piggyback Registrations

  	
   

  	
  15

  
	
  Section 2.8

  	
   

  	
  Lock-Up Agreements

  	
   

  	
  15

  
	
  Section 2.9

  	
   

  	
  Registration Procedures

  	
   

  	
  16

  
	
  Section 2.10

  	
   

  	
  Registration Restrictions

  	
   

  	
  19

  
	
  Section 2.11

  	
   

  	
  Indemnification by the Company

  	
   

  	
  19

  
	
  Section 2.12

  	
   

  	
  Indemnification by the Holders

  	
   

  	
  19

  
	
  Section 2.13

  	
   

  	
  Conduct of Indemnification Proceedings

  	
   

  	
  20

  
	
  Section 2.14

  	
   

  	
  Contribution

  	
   

  	
  20

  
	
  Section 2.15

  	
   

  	
  Underwritten Offering

  	
   

  	
  21

  
	
  Section 2.16

  	
   

  	
  Other Indemnification

  	
   

  	
  21

  
	
  Section 2.17

  	
   

  	
  Rule 144 Information/Exchange Act Reporting

  	
   

  	
  22

  
	
  Section 2.18

  	
   

  	
  No Transfer of Registration Rights

  	
   

  	
  22

  
	
  Section 2.19

  	
   

  	
  Parties in Interest

  	
   

  	
  22

  
	
  Section 2.20

  	
   

  	
  Mergers, Recapitalizations, Exchanges or
  Other Transactions Affecting Registrable Securities

  	
   

  	
  22

  
	
  Section 2.21

  	
   

  	
  Registration Expenses

  	
   

  	
  22

  
	
  Section 2.22

  	
   

  	
  No Inconsistent Agreements

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Term of the Agreement; Termination of
  Certain Provisions

  	
   

  	
  24

  
	
  Section 3.2

  	
   

  	
  Amendments; Waiver

  	
   

  	
  24

  
	
  Section 3.3

  	
   

  	
  Governing Law

  	
   

  	
  24

  
	
  Section 3.4

  	
   

  	
  Notices

  	
   

  	
  25

  
	
  Section 3.5

  	
   

  	
  Severability

  	
   

  	
  25

  



 


i

















 


	
  Section 3.6

  	
   

  	
  Specific Performance

  	
   

  	
  25

  
	
  Section 3.7

  	
   

  	
  Assignment; Successors

  	
   

  	
  26

  
	
  Section 3.8

  	
   

  	
  No Third-Party Rights

  	
   

  	
  26

  
	
  Section 3.9

  	
   

  	
  Section Headings

  	
   

  	
  26

  
	
  Section 3.10

  	
   

  	
  Execution in Counterparts

  	
   

  	
  26

  



 


ii

















 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made
and entered into as of October 3, 2007, by and among Duff & Phelps
Corporation, a Delaware corporation (the “Company”) and
the Holders (as defined herein).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, the Holders are Beneficial Owners of Registrable Securities
(as defined herein).


 


WHEREAS, the Company desires to provide the Holders with registration
rights with respect to the Registrable Securities held by the Holders.


 


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


 


ARTICLE I



DEFINITIONS AND OTHER MATTERS


 


Section 1.1                                      Definitions.
Capitalized terms used in this Agreement without other definition shall, unless
expressly stated otherwise, have the meanings specified in this Section 1.1:


 


(a)                           “Affiliate”
shall
mean any person who is an “affiliate” as defined in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act (as defined below).


 


(b)                          “Agreement” has the meaning ascribed to such
term in the preamble.


 


(c)                           “Beneficial
Owner” has the meaning set forth in Rule 13d-3 under the
Exchange Act.


 


(d)                          “Board” means the Board of Directors of the
Company.


 

















 


(e)                           “Certificate
of Incorporation” means the Amended and Restated
Certificate of Incorporation of Duff & Phelps Corporation, as filed with
the Delaware Secretary of State on August 31, 2007.


 


(f)                             “Class A
Common Stock”means the Class A common stock, par
value $0.01 per share of Duff & Phelps Corporation.


 


(g)                          “Class B
Shares” means the Class B common stock, par value $0.0001 per share
of Duff & Phelps Corporation.


 


(h)                          “Common Stock” means Class A
Common Stock and Class B Shares.


 


(i)                              “Company” has the meaning ascribed to such
term in the preamble.


 


(j)                              “Demand
Notice” has the meaning ascribed to such term in Section
2.2(a).


 


(k)                           “Demand
Registration” means the registration under the
Securities Act of all or any portion of the Registrable Securities specified in
the Demand Notice.


 


(l)                              “DPA”
means Duff & Phelps Acquisitions, LLC, a Delaware limited liability
company.


 


(m)                        “Exchange
Act” means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.


 


(n)                          “Exchange
Agreement” means that certain Exchange Agreement, dated as of October 3,
2007, among the Company, DPA and the members.


 


(o)                          “Fifth
Anniversary” means the five-year anniversary of
the date of closing of the IPO.


 


(p)                          “First
Anniversary” means the one-year anniversary of
the date of pricing of the IPO.


 


2

















 


(q)                          “Governmental
Authority” means any national, local or foreign (including U.S.
federal, sta te or local) or supranational (including European Union)
governmental, judicial, administrative or regulatory (including
self-regulatory) agency, commission, department, board, bureau, entity or
authority of competent jurisdiction.


 


(r)                             “Holder”
means any persons that are beneficial owners of Registrable Securities.


 


(s)                           “Indemnified
Parties” has the meaning ascribed to such term in Section
2.11.


 


(t)                             “IPO” means the initial
public offering of the Class A Common Stock.


 


(u)                          “IPO Date” means the closing date of the IPO
of the Class A Common Stock.


 


(v)                          “LLC Agreement” means the Third Amended and
Restated Limited Liability Company Agreement, as amended, of Duff & Phelps
Acquisitions, LLC.


 


(w)                        “Lovell Holders” means,
collectively LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP and any
transferee of Registrable Securities from such Lovell Holders.


 


(x)                            “Maximum Offering Size” has
the meaning ascribed to such term in 2.3(d).


 


(y)                          “New
Class A Units” means the New Class A Units of Duff & Phelps
Acquisitions LLC issued pursuant to the LLC Agreement.


 


(z)                            “Piggyback
Registration” means the registration under the Securities Act of
Registrable Securities on a registration statement initially intended to
register any equity securities of the Company (other than a registration on
Form S-8, or any successor Forms, or, with respect to the Lovell Holders and
the Vestar Holders, a registration that is pursuant to a Demand Registration
made by either the Lovell Holders or the Vestar Holders), whether or not for
sale for the Company’s own account.


 


3

















 


(aa)                     “Registration
Expenses” means any and all expenses incident to the
performance of or compliance with any registration or marketing of securities,
including all (i) registration and filing fees, and all other fees and expenses
payable in connection with the listing of securities on any securities exchange
or automated interdealer quotation system, (ii) fees and expenses of compliance
with any securities or “blue sky” laws (including reasonable fees and
disbursements of counsel in connection with “blue sky” qualifications of the
securities registered), (iii) expenses in connection with the preparation,
printing, mailing and delivery of any registration statements, prospectuses and
other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal expenses
of the Company (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (vi) customary
fees and expenses for independent certified public accountants retained by the
Company (including the expenses relating to any comfort letters or costs
associated with the delivery by independent certified public accountants of any
comfort letters requested pursuant to Section 2.9(h)), (vii) reasonable fees
and expenses of any special experts retained by the Company in connection with
such registration, (viii) reasonable fees, out-of-pocket costs and expenses of
the Company, including counsel for the Company, (ix) reasonable fees,
out-of-pocket costs and expenses of one counsel to the selling shareholders; provided,
however, that each of the Lovell Holders, the Vestar Holders and the
Shinsei Holders may engage their own counsel in any registration or marketing
of securities involving securities of the Company held by them and the Company
shall pay the reasonable fees and expenses of such counsel up to $50,000, (x)
fees and expenses in connection with any review by the Financial Industry
Regulatory Authority, Inc. (“FINRA”) of the underwriting arrangements or other
terms of the offering, and all fees and expenses of any “qualified independent
underwriter,” including the reasonable fees and expenses of any counsel
thereto, (xi) costs of printing and producing any agreements among
underwriters, underwriting agreements, any “blue sky” or legal investment
memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xii) transfer agents’
and registrars’ fees and expenses and the fees and expenses of any other agent
or trustee appointed in connection with such offering, (xiii) expenses relating
to any analyst or investor presentations or any “road shows” undertaken in
connection with the registration, marketing or selling of the Registrable
Securities, (xiv) fees and expenses payable in connection with any ratings of
the Registrable Securities, including expenses relating to any presentations to
rating agencies and (xv) all out-of-pocket costs and expenses incurred by the
Company or its appropriate officers in connection with their compliance with
Section 2.9(l).


 


(bb)                   “Registrable
Securities” shall mean shares of Class A Common Stock that are
issuable upon the exchange of New Class A Units and cancellation of Class B
Shares pursuant to the Exchange Agreement. 
For purposes of this Agreement, (i) Registrable Securities shall also
include (A) any shares of Class A Common Stock acquired or owned by any Shinsei
Holders and (B) any shares of Class A Common Stock acquired or owned by any of
the Lovell Holders or Vestar Holders after the IPO Date provided such Lovell
Holders and Vestar Holders are each, respectively, Affiliates of the Company,
(ii) Registrable Securities shall cease to be Registrable Securities when a
Registration Statement covering such Registrable Securities has been declared
effective under the Securities Act by the SEC and such Registrable Securities
have been disposed of pursuant to such effective Registration Statement and
(iii) the Registrable Securities of a holder shall not be deemed to be


 


4

















 


Registrable
Securities at any time when the entire amount of such Registrable Securities
proposed to be sold by in a single sale constitutes less than 1% of the then
outstanding shares of Class A Common Stock or, in the written opinion of
counsel satisfactory to the Company, in its reasonable judgment, may be sold to
the public pursuant to Rule 144(k) (or any successor provision then in effect)
under the Securities Act in any three-month period or any such Registrable
Securities have been sold in a sale made pursuant to Rule 144 of the Securities
Act.


 


(cc)                       “SEC” means the
Securities and Exchange Commission.


 


(dd)                   “Second Anniversary” means
the two-year anniversary of the date of pricing of the IPO.


 


(ee)                     “Securities
Act” means the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


 


(ff)                         “Shinsei Holders” means
Shinsei Bank, Limited and any transferees of Registrable Securities from
Shinsei Bank, Limited.


 


(gg)                   “Stockholders
Agreement” means the Stockholders Agreement by and among the Company, DPA
and Shinsei
Bank, Limited, dated September 5, 2007.


 


(hh)                   “Subsidiary” means, with respect to any person,
any corporation, limited liability company, company, partnership, trust,
association or other legal entity or organization of which such person (either
directly or through one or more subsidiaries of such person) (a) owns, directly
or indirectly, a majority of the capital stock or other equity interests the
holders of which are generally entitled to vote for the election of the board
of directors or other governing body of such corporation, limited liability
company, partnership, trust, association or other legal entity or organization,
or (b) is otherwise entitled to exercise (1) a majority of the voting power
generally in the election of the board of directors or other governing body of
such corporation, limited  liability
company, partnership, trust, association or other legal entity or organization
or (2) control of such corporation, limited liability company, partnership,
trust, association or other legal entity or organization.


 


(ii)                           “Transfer” means, in respect of any Class B
Shares, New Class A Units, shares of Class A Common Stock, property or other
asset, any sale, assignment, transfer, distribution or other disposition
thereof, whether voluntarily or by operation of Law.


 


5

















 


(jj)                           “Underwritten
Offering”
means a firm committment underwritten public offering pursuant to an effective
registration statement under the Securities Act, other than pursuant to a
registration statement on Forms S-4 or S-8 or any similar or successor form.


 


(kk)                     “Vestar Holders” means,
collectively, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and
any transferee of Registrable Securities from such Vestar Holders.


 


Section 1.2                                      Definitions
Generally. Wherever required by the context of this Agreement, the singular
shall include the plural and vice versa, and the masculine gender shall include
the feminine and neuter genders and vice versa, and references to any
agreement, document or instrument shall be deemed to refer to such agreement,
document or instrument as amended, supplemented or modified from time to
time.  When used herein:


 


(a)                           the word “or” is not exclusive;


 


(b)                          the words “including,” “includes,” “included”
and “include” are deemed to be followed by the words “without limitation”;


 


(c)                           the terms “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to
any particular section, paragraph or subdivision;


 


(d)                          the word “person” means any
individual, corporation, limited liability company, trust, joint venture,
association, company, partnership or other legal entity or a government or any
department or agency thereof or self-regulatory organization; and


 


(e)                           all section, paragraph or clause
references not attributed to a particular document shall be references to such
parts of this Agreement, and all exhibit, annex and schedule references not
attributed to a particular document shall be references to such exhibits,
annexes and schedules to this Agreement.


 


6

















 


ARTICLE II



REGISTRATION RIGHTS


 


Section 2.1                                      Shelf
Registration.


 


(a)                           Upon the earlier of (i) the
expiration of any lock-up period following the completion of the Company’s
second registered, Underwritten Offering following the IPO and (ii) the Second
Anniversary, if any Holder so requests, or at any time after one (1) year
following the IPO Date, if the Shinsei Holders so request, the Company shall
use its reasonable best efforts to cause to be filed under the Securities Act
with the SEC, a registration statement relating to sales of all Registrable
Securities for which the Company has received notice to include in such
registration statement, pursuant to Rule 415 promulgated under the Securities
Act, or any similar rule that may be adopted by the SEC (a “Shelf-Registration”); provided, however,
that in no event shall the Company be obligated to file a Shelf Registration
prior to the later of the First Anniversary and such time as the Company is
eligible to use Form S-3; provided, further, that, with respect
to the Shinsei Holders, the Company shall not be obligated to file a Shelf
Registration (i) after the Fifth Anniversary, or (ii) if (based on the
then-current market prices) the number of shares of Registrable Securities
specified in such notice would not yield gross proceeds to the selling
stockholders of at least $5,000,000.


 


(b)                          Whenever the Company is required by
this Section 2.1 to use its reasonable best efforts to effect the registration
of Registrable Securities on Form S-3, each of the procedures and requirements
of Section 2.9 hereof shall apply to such registration.  The Company shall maintain the effectiveness
of such Shelf Registration until the earlier of the date on which (i) all of
the Registrable Securities included thereon has been sold, or (ii) until such
Registrable Securities are no longer Registrable Securities. If, in connection
with any intended offering off of a Shelf Registration, a managing underwriter
advises the Company in writing that, in its view, the number of shares of
Registrable Securities to be included in the Shelf Registration exceeds the
number that can be included without having a material adverse effect on the
Company, then, there shall be no limitation on the number of Shelf
Registrations that the Company is obligated to effect under this Section 2.1 to
cover all of the Registrable Securities then outstanding, either by the filing
of a new Shelf Registration or through the addition of Registrable Securities
to an existing Shelf Registration by prospectus supplement or otherwise; provided,
however, that the Company shall not be required to file more than one
registration statement on Form S-3 in any three-month period pursuant to this
Section 2.1; provided, further, that, with respect to the Shinsei
Holders, the Company shall not be required to file more than two registration
statements on Form S-3 in any twelve-month period pursuant to this Section 2.1.


 


(c)                           Upon notice to the Holders, the
Company may postpone effecting a registration pursuant to this Section 2.1 for
a reasonable time specified in such notice but not exceeding 75 days from the
receipt of such notice, if (i) the Company’s Board of Directors (the “Board”)
shall determine in good faith that effecting the registration would materially
and adversely affect an offering of securities of the Company the preparation
of which had then been commenced or (ii) the Company is in possession of
material non-public information the disclosure of which during the period
specified in such notice the Board resolves in good faith would not be in the
best interests of the Company.


 


(d)                          Upon notice to the Holders, the
Company may terminate an existing Shelf Registration pursuant to this Section
2.1, if (i) the Company’s Board of Directors (the


 


7

















 


“Board”)
shall determine in good faith that the existence of the Shelf Registration has
a material adverse effect on the Company or (ii) the Company is in possession
of material non-public information the disclosure of which the Board resolves
in good faith would not be in the best interests of the Company.


 


Section 2.2                                      Lovell
Holders and Vestar Holders Demand Registration.


 


(a)                           If on or after the 150th  day after the IPO, the Company shall
receive a written request (a “Demand Notice”)
from either of the Lovell Holders or the Vestar Holders that the Company effect
a Demand Registration, specifying the intended method of
disposition thereof, then the Company shall use its reasonable best efforts to
effect within 60 days of such Demand Notice (but in the event that such Demand
Notice is delivered between the 150th and 180th day after
the IPO, on or before the 240th day after the IPO), subject to the
restrictions in Section 2.2(d), the registration under the Securities Act of
the Registrable Securities for which the Lovell Holders and Vestar Holders have
requested registration under this Section 2.2, all to the extent necessary to
permit the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be registered; provided, however,
that, subject to the provisions of the Exchange Agreement governing
restrictions on transfer, (i) the Company shall not be required to file the
registration statement related to such Demand Registration prior to expiration
of the Initial Lock-Up Period (as defined in the Exchange Agreement) and (ii)
the parties hereto shall take all reasonable steps to prevent any public
disclosure related to the exercise of the Demand Registration or preparation of
the registration statement related to such Demand Registration prior to the
expiration of the Initial Lock-Up Period. 
Notwithstanding the foregoing, (i) the Lovell Holders and Vestar Holders
shall collectively be entitled to three Demand Registrations pursuant to this
Section 2.2 up to the Second Anniversary and (ii) in the event the Company is
not eligible to use Form S-3 at any time beginning on or after the Second
Anniversary and ending on (and including) the last day of the 30th
month following the IPO, the Lovell Holders and Vestar Holders shall each be
entitled to one Demand Registration during such six month period, provided,
that, in any event, the Lovell Holders and Vestar Holders shall be
entitled to no more than one Demand Registration in the aggregate during any
three-month period and (iii) if either the Lovell Holders or Vestar Holders
provide a Demand Notice, the Company shall give written notice to the Lovell
Holders if a Vestar Holder made the demand or the Vestar Holders if a Lovell
Holder made the demand, informing them of such Demand Registration and giving
such Holders ten days to respond with a written request to include Registrable
Securities in such Demand Registration. Such Demand Notice will account for a
single Demand Registration.


 


(b)                          At any time prior to the effective
date of a registration statement relating to any registration, the Lovell
Holders or the Vestar Holders who elected to participate in a Demand
Registration pursuant to this Section 2.2, in their individual capacities, may revoke
all or part of such Demand Registration request by providing a notice to the
Company revoking such request.


 


8

















 


(c)                           Upon notice to the Lovell Holders
and Vestar Holders, the Company may postpone effecting a registration pursuant
to this Section 2.2 on one occasion during any period of six consecutive months
for a reasonable time specified in the notice but not exceeding 75 days after
the receipt of such notice, if (i) the Company’s Board of Directors shall
determine in good faith that effecting the registration would materially and
adversely affect an offering of securities of such company the preparation of
which had then been commenced or (ii) the Company is in possession of material
non-public information the disclosure of which during the period specified in
such notice the Company believes in good faith would not be in the best
interests of the Company.


 


(d)                          Notwithstanding any provision in
this Section 2.2 or elsewhere in this Agreement, and subject to Section 2.3, no
provision relating to the registration of Registrable Securities shall be
construed as permitting any Holder, other than the Lovell Holders or Vestar
Holders, to make a Demand Registration prior to the Second Anniversary.


 


Section 2.3                                      Shinsei
Holders Demand Registration.


 


(a)                           If on or after the date that is one
(1) year from the date of the Stockholders Agreement,  the Company shall receive a Demand Notice
from the Shinsei Holders that the Company effect a Demand Registration for all
or any portion of the Registrable Securities specified in such Demand Notice,
specifying the intended method of disposition thereof, then the Company shall
use its reasonable best efforts to effect within 60 days of such Demand Notice,
subject to the restrictions of Section 2.3(c), the registration under the
Securities Act of the Registrable Securities for which the Shinsei Holders have
requested registration under this Section 2.3, all to the extent necessary to
permit the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be registered; provided, that
the Company shall have no obligation to register such shares of Registrable
Securities pursuant to this Section 2.3 if (based on the then-current market prices)
the number of shares of Registrable Securities specified in such notice would
not yield gross  proceeds to the selling
stockholders of at least $5,000,000.  At
any time prior to the effective date of a registration statement relating to
any registration, the Shinsei Holders who elected to participate in a Demand
Registration pursuant to this Section 2.3, in their individual capacities, may
revoke all or part of such Demand Registration request by providing a notice to
the Company revoking such request.


 


(b)                          Subject to the provisions of Section
2.3(a), the Shinsei Holders shall be entitled to request an aggregate of two
(2) Demand Registrations, provided, that the Shinsei Holders
shall be entitled to no more than one Demand Registration during any six-month
period.


 


(c)                           Upon notice to the Shinsei Holders,
the Company may postpone effecting a registration statement for a Demand
Registration pursuant to this Section 2.3 on one occasion during any period of
six consecutive months for a reasonable time specified in the notice but not
exceeding 75 days after receipt of the notice, if (i) the Company’s Board of
Directors shall determine in good faith that effecting the registration would
materially and adversely affect an offering of securities of such company the
preparation of which had then


 


9

















 


been
commenced or (ii) the Company is in possession of material non-public
information the disclosure of which during the period specified in such notice
the Company believes in good faith would not be in the best interests of the
Company.


 


(d)                          If a Demand Registration made
pursuant to this Section 2.3 involves an Underwritten Offering in which the
Company is selling and the managing underwriter advises the Company and the
Shinsei Holders that, in its view, the number of shares of common equity
securities requested to be included in such registration exceeds the largest
number of shares that can be sold without having an adverse effect on such
offering, including the price at which such shares can be sold (the “Maximum
Offering Size”), the Company shall include in such registration, in the
priority listed below, up to the Maximum Offering Size:


 


(i)  first, all Registrable Securities
requested to be registered in the Demand Registration by the Shinsei Holders
and all Registrable Securities proposed to be registered for the account of any
Lovell Holders and Vestar Holders pursuant to the Piggyback Registration rights
set forth in Section 2.5 hereof, pro rata among
such Shinsei Holders, Lovell Holders and Vestar Holders based on the respective
amounts of Registrable Securities held by such Shinsei Holders, Lovell Holders
and Vestar Holders and available for sale;


 


(ii)               so much of the Company securities
proposed to be registered for the account of the Company; and


 


(iii)            third, all Registrable Securities
proposed to be registered for the account of any other Holders, ratably among
such Holders based on the respective amounts of Registrable Securities held by
such Holders, pursuant to any Piggyback Registration rights, other than the
Piggyback Registration rights set forth in Section 2.5 hereof.


 


Section 2.4                                      Priority
on Demand Registration. If a Demand Registration made pursuant to Section
2.2 involves an Underwritten Offering and the managing underwriter advises the
Company in writing that, in its view, the number of shares of Registrable
Securities requested to be included in such registration exceeds the Maximum
Offering Size, the Company shall include in such registration, in
the priority listed below, up to the Maximum Offering Size:


 


(a)                           If the registration statement filed
pursuant to a Demand Registration is declared effective on or after the 180th
day and before the Second Anniversary,


 


(i)                  first,
all Registrable Securities requested to be registered in the Demand
Registration by any Lovell Holders and Vestar Holders and, if applicable, all
Registrable Securities proposed to be registered for the account of the Shinsei
Holders pursuant to the Piggyback Registration rights set


 


10

















 


forth
in Section 2.6 hereof,  pro rata, among such Lovell Holders and Vestar Holders and,
if applicable, the Shinsei Holders based on the respective amounts of
Registrable Securities held by such Lovell Holders and Vestar Holders and, if
applicable, the Shinsei Holders, and available for sale;


 


(ii)               second, so much of the Company
securities proposed to be registered for the account of the Company; and


 


(iii)            third, all Registrable Securities
proposed to be registered for the account of any other Holders, ratably among
such Holders based on the respective amounts of Registrable Securities held by
such Holders, pursuant to any Piggyback Registration rights, other than the
Piggyback Registration rights set forth in Section 2.6 hereof.


 


(b)                          If the registration statement filed
pursuant to a Demand Registration is declared effective any time between the
Second Anniversary and on or before the last day of the 42nd month
following the IPO, and the combined aggregate number of Registrable Securities
held by the Lovell Holders and the Vestar Holders is no less than 50% of the
total number of Registrable Securities held by the Lovell Holders and Vestar
Holders immediately following the redemption contemplated to occur in
connection with the IPO,


 


(i)                  first,
all Registrable Securities requested to be registered in the Demand
Registration by any Lovell Holders and Vestar Holders and, if applicable, all
Registrable Securities proposed to be registered for the account of the Shinsei
Holders pursuant to the Piggyback Registration rights set forth in Section 2.6
hereof, pro rata among such Lovell Holders,
Vestar Holders and the Shinsei Holders based on the respective amounts of
Registrable Securities held by them and available for sale, in such amount that
for every two Registrable Securities requested to be registered by such Lovell
Holder, Vestar Holder or Shinsei Holder and accepted for inclusion in the
Demand Registration, the remaining Holders shall have been accepted for inclusion
in the Demand Registration one Registrable Security requested to be registered
by such Holders; and


 


(ii)               second, any securities proposed to
be registered by the Company or any securities proposed to be registered for
the account of any other persons, with such priorities among them as the
Company shall determine.


 


(c)                           If (x) the registration statement
filed pursuant to a Demand Registration is declared effective any time between
the Second Anniversary and on or before the last day of the 42nd month
following the IPO, and the combined aggregate number of Registrable Securities
held by the Lovell Holders and the Vestar Holders is less than 50% of the total
number


 


11

















 


of
Registrable Securities held by the Lovell Holders and Vestar Holders
immediately following the redemption contemplated to occur in connection with
the IPO, or (y) the registration statement pursuant to a Demand Registration is
declared effective after the last day of the 42nd month following
the IPO:


 


(i)                  first,
all Registrable Securities requested to be registered in the Demand
Registration by any Lovell Holders, Vestar Holders, Shinsei Holders and any
other Holder who so requests to have Registrable Securities registered in such
Demand Registration, pro rata, based
on the number of Registrable Securities available for sale (after giving effect
to any transfer restrictions relating to such Registrable Securities) by each
respective Holder; and


 


(ii)               second, any securities proposed to
be registered by the Company or any securities proposed to be registered for
the account of any other persons, with such priorities among them as the
Company shall determine.


 


(d)                          Notwithstanding any provision in
this Section 2.4 or elsewhere in the Agreement, no Registrable Securities
proposed to be registered for the account of the Shinsei Holders pursuant to
the Piggyback Registration rights set forth in Section 2.6 hereof shall be
included in any registration statement prior to the expiration of the restrictions
on transfer applicable to such Registrable Securities.


 


Section 2.5                                      Lovell
Holders and Vestar Holders Piggyback Registration.


 


(a)                           If, subject to the provisions of the
Exchange Agreement governing restrictions on transfer, on or after the 180th
day after the IPO the Company proposes at any time to register any of its
equity securities under the Securities Act (other than a registration on Form
S-8 or S-4, or any successor forms, or a registration that is related to a
Demand Registration made by either the Lovell Holders or the Vestar Holders
which are addressed in Section 2.2 above), whether or not for sale for its own
account, the Company shall each such time give prompt notice at least 15
business days prior to the anticipated filing date of the registration
statement relating to such registration to the Lovell Holders and Vestar
Holders which notice shall set forth the Lovell Holders’ and Vestar Holders’
rights under this Section 2.5 and shall offer the Lovell Holders and Vestar
Holders the opportunity to include in a Piggyback Registration the number of
Registrable Securities of the same class or series as those proposed to be
registered as the Lovell Holders and Vestar Holders may request, subject to the
provisions of this Section 2.5(a) and 2.5(b). 
Upon the request of the Lovell Holders and Vestar Holders made within
seven business days after the receipt of notice from the Company (which request
shall specify the number of Registrable Securities, if any, intended to be
registered by the Lovell Holders and Vestar Holders), the Company shall use its
reasonable best efforts to effect the registration under the Securities Act of
all Registrable Securities that the Company has been so requested to register
by the Holders to the extent necessary to permit the disposition of the


 


12

















 


Registrable
Securities so to be registered, provided that (i) if such registration involves
an Underwritten Offering, the Lovell Holders and Vestar Holders must sell their
Registrable Securities to the underwriters selected by the Company on the same
terms and conditions as apply to the Company, as applicable, and (ii) if, at
any time after giving notice of its intention to register any securities
pursuant to this Section 2.5(a) and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register such securities, the Company
shall give notice to the Lovell Holders and Vestar Holders and, thereupon,
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration.  No
registration effected under this Section 2.5 shall relieve the Company of its
obligations to effect the Shelf Registration to the extent required by Section
2.1 or a Demand Registration to the extent required by Sections 2.2.  There shall be no limitation on the number of
Piggyback Registrations that the Company shall be required to effect under this
Section 2.5; provided, however, that no Piggyback Registration
under this Section 2.5 shall require the Company to effectuate a Shelf
Registration.


 


(b)                          Notwithstanding any provision in
this Section 2.5 or elsewhere in this Agreement, no provision relating to the
registration of Registrable Securities shall be construed as permitting the
Lovell Holders and Vestar Holders to effect a transfer of securities that is
otherwise expressly prohibited by the terms of any applicable agreement between
the Lovell Holders and Vestar Holders and the Company or any of its
subsidiaries.  The Company shall not be
obligated to provide notice or afford Piggyback Registration to the Lovell
Holders and Vestar Holders pursuant to this Section 2.5 unless some or all of the
Lovell Holders’ and Vestar Holders’ Registrable Securities are permitted to be
transferred under the terms of applicable agreements between the Lovell Holders
and Vestar Holders and the Company or any of its subsidiaries.


 


(c)                           At any time prior to the effective
date of the registration statement relating to such registration, the Lovell
Holders and Vestar Holders may revoke such Piggyback Registration request by
providing a notice to the Company revoking such request.


 


(d)                          Notwithstanding any provision in
this Section 2.5 or elsewhere in the Agreement, the Company shall be entitled
to elect to effect the registration under the Securities Act of all of the
Registrable Securities held by the Lovell Holders and Vestar Holders in any
individual Piggyback Registration, subject to the right of the Lovell Holders
and Vestar Holders, in their individual capacities, to revoke all or a portion
of their respective Piggyback Registration request pursuant to Section 2.5(c).


 


(e)                           Notwithstanding any provision in
this Section 2.5 or elsewhere in the Agreement, the provisions of this Section
2.5 shall also apply to all Holders other than the Lovell Holders and Vestar
Holders until the earlier to occur of the effectiveness of a Shelf Registration
pursuant to Section 2.1(a) or the Second Anniversary (the “Other Holder
Piggyback Period”). During the Other Holder Piggyback Period, each such notice
required under this Section 2.5 shall also be given to all Holders other than
the Lovell Holders and Vestar Holders.


 


13

















 


Nothing
in this Section 2.5(e) is intended to affect in any respect the rights of the
Vestar Holders or the Lovell Holders under this Section 2.5.


 


Section 2.6                                      Shinsei
Holders Piggyback Registration.


 


(a)                           From and after the IPO Date and
until the later of (i) the Fifth Anniversary, and (ii) such time as no
piggyback rights are held by either the Lovell Holders or the Vestar Holders
pursuant to Section 2.5 of this Agreement, whenever the Company proposes to
register any of its equity securities under the Securities Act (other than a
registration statement on Form S-8 or on Form S-4 or any similar successor
forms thereto), whether for its own account or for the account of one or more
stockholders of the Company, the Company shall each such time give prompt written
notice at least 15 business days prior to the anticipated filing date of the
registration statement relating to such registration to all Shinsei Holders,
which notice shall set forth the Shinsei Holders’ rights under this Section 2.6
and shall offer the Shinsei Holders the opportunity to include in such
Piggyback Registration the number of Registrable Securities of the same class
or series as those proposed to be registered as the Shinsei Holders may
request, subject to the provisions of Sections 2.6(a) and 2.6(b).  Upon the request of the Shinsei Holders made
within seven (7) business days after the receipt of notice from the Company
(which request shall specify the number of 
Registrable Securities, if any, intended to be registered by the Shinsei
Holders), the Company shall use its reasonable best efforts to effect the
registration under the Securities Act of all Registrable Securities that the
Company has been so requested to register by the Shinsei Holders to the extent
necessary to permit the disposition of the Registrable Securities so to be
registered, provided that (i) if such registration involves an Underwritten
Offering, the Shinsei Holders must sell their Registrable Securities to the
underwriters selected by the Company on the same terms and conditions as apply
to the Company, as applicable, and (ii) if, at any time after giving notice of
its intention to register any securities pursuant to this Section 2.6(a) and
prior to the effective date of the registration statement filed in connection with
such registration, the Company shall determine for any reason not to register
such securities, the Company shall give notice to the Shinsei Holders and,
thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration.  No registration effected under this Section
2.6 shall relieve the Company of its obligations to effect a Shelf Registration
to the extent required by Section 2.1 or a Demand Registration to the extent
required by Section 2.3. There shall be no limitation on the number of
Piggyback Registrations that the Company shall be required to effect under this
Section 2.6; provided, however, that no Piggyback Registration under this
Section 2.6 shall require the Company to effectuate a Shelf Registration.


 


(b)                                    Notwithstanding
any provision in this Section 2.6 or elsewhere in this Agreement, no provision
relating to the registration of Registrable Securities shall be construed as
permitting the Shinsei Holders to effect a transfer of securities that is
otherwise expressly prohibited by the terms of any applicable agreement between
the Shinsei Holders and the Company or any of its subsidiaries.  The Company shall not be obligated to provide
notice or afford Piggyback Registration to the Shinsei Holders pursuant to this
Section 2.6 unless some or all of the Shinsei Holders’ Registrable Securities
are permitted to be transferred under the terms of applicable agreements
between the Shinsei Holders and the Company or any of its subsidiaries.


 


14














 


(c)           At any time prior to the effective date of the
registration statement relating to such registration, the Shinsei Holders may
revoke such Piggyback Registration request by providing a notice to the Company
revoking such request.


 


(d)           Notwithstanding any provision in this Section 2.6 or
elsewhere in the Agreement, the Company shall be entitled to elect to effect
the registration under the Securities Act of all of the Registrable Securities
held by the Shinsei Holders in any individual Piggyback Registration, subject
to the right of the Shinsei Holders, in their individual capacities, to revoke
all or a portion of their respective Piggyback Registration request pursuant to
Section 2.6(c).


 


Section 2.7             Priority on
Piggyback Registrations.


 


(a)           If a Piggyback Registration (that is not related to a
Demand Registration made by the Lovell Holders, the Vestar Holders or the
Shinsei Holders) involves an Underwritten Offering and the managing underwriter
advises the Company, that, in its view, the number of Registrable Securities
that any eligible Holders intend to include in such registration exceeds the
Maximum Offering Size, the Company shall include in such registration, in the
following priority, up to the Maximum Offering Size:


 


(i)      first, so much of the Company securities proposed to
be registered for the account of the Company


 


(ii)     second, all Registrable Securities requested to be
registered in the Piggyback Registration by the Shinsei Holders, the Lovell
Holders and the Vestar Holders, pro rata, based
on the number of Registrable Securities available for sale (after giving effect
to any transfer restrictions relating to such Registrable Securities); and


 


(iii)    third, all Registrable Securities proposed to be
registered for the account of any other Holders, ratably among such Holders
based on the respective amounts of Registrable Securities held by such Holders
as determined by the Company.


 


Section 2.8             Lock-Up Agreements.
If any registration of Registrable Securities shall be effected in connection
with a Underwritten Offering, neither the Company nor any Holder shall effect
any public sale or distribution, including any sale pursuant to Rule 144, of
any shares of Common Stock or other security of the Company (except as part of
such Underwritten Offering) until the earliest of (i) 180 days following the
effective date of the registration statement in connection with the IPO, (ii)
90 days following other registrations of Registrable Securities pursuant to
this Agreement, (iii) with


 


15

















 


respect to the Holders
generally, such shorter time as may be agreed to by the underwriters with
respect to any one Holder, and (iv) such time as members of management agree to
with the underwriters with respect to the public sale or distribution of
securities held by members of management.


 


Section 2.9             Registration
Procedures. Whenever the Company is required to effect a registration
hereunder (or, as applicable, requested to assist in connection with a sale
under a shelf registration statement), the Company shall use its reasonable
best efforts to effect the registration and sale of such Registrable Securities
in accordance with the intended method of disposition thereof as promptly as
practicable, and, in connection with any such request, as applicable:


 


(a)           The Company shall as expeditiously as reasonably
practicable prepare and file with the SEC a registration statement on any form
for which the Company then qualifies or that counsel for the Company shall deem
appropriate and which form shall be available for the sale of the Registrable
Securities to be registered thereunder in accordance with the intended method
of distribution thereof, and use its reasonable best efforts to (i) cause such
filed registration statement to become and remain effective, and (ii) promptly
update such registration statement so that it does not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading,
until all of the Registrable Securities included in such registration statement
shall have actually been sold thereunder; provided that, at the request of any
Holder, the intended method of distribution relating to the sale of the
Registrable Securities to be registered thereunder shall provide for individual
Holders to be named as selling stockholders under such registration statement.


 


(b)           Prior to filing a registration statement or prospectus
or any amendment or supplement thereto, the Company shall, if requested,
furnish to each Holder and each underwriter, if any, of the Registrable
Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company shall furnish to
each Holder and underwriter, if any, such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the
prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under
Rule 424 or Rule 430A under the Securities Act and such other documents as a
Holder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Holder. The Holders
shall have the right to request that the Company modify any information
contained in such registration statement, amendment and supplement thereto
pertaining to the Holders, and the Company shall use its reasonable best
efforts to comply with such request, provided, however, that the Company shall
not have any obligation so to modify any information if the Company reasonably
expects that so doing would cause the prospectus to contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.


 


16

















 


(c)           After the filing of the registration statement, the
Company shall (i) cause the related prospectus to be supplemented by any
required prospectus supplement, and, as so supplemented, to be filed pursuant
to Rule 424 under the Securities Act, (ii) comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities
covered by such registration statement during the applicable period in
accordance with the intended methods of disposition by the Holders thereof set
forth in such registration statement or supplement to such prospectus and (iii)
promptly notify the Holders of any stop order issued or threatened by the SEC
or any state securities commission and take all reasonable best efforts to
prevent the entry of such stop order or to remove it if entered.


 


(d)           The Company shall use its reasonable best efforts to
(i) register or qualify the Registrable Securities covered by such registration
statement under such other securities or “blue sky” laws of such jurisdictions
in the United States as the Holders reasonably (in light of the Holders’
intended plan of distribution) requests and (ii) cause such Registrable
Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be
reasonably necessary or advisable to enable a Holder to consummate the
disposition of the Registrable Securities owned by such Holder, provided that
the Company shall not be required to (A) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 2.9(d), (B) subject itself to taxation in any such jurisdiction or
(C) consent to general service of process in any such jurisdiction.


 


(e)           The Company shall immediately notify the Holders, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the occurrence of an event requiring the preparation of
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 material
fact required to be stated therein or necessary to make the statements therein
not misleading and promptly prepare and make available to the Holders and file
with the SEC any such supplement or amendment.


 


(f)            The Company shall select an underwriter or
underwriters in connection with any Underwritten Offering; provided that, in
the event of a Demand Registration requested by the Lovell Holders or the
Vestar Holders, such underwriter or underwriters shall be selected by the
Lovell Holders or the Vestar Holders, as the case may be, with the consent of
the Company (which consent shall not be unreasonably withheld). In connection
with any Underwritten Offering, the Company shall enter into customary
agreements (including an underwriting agreement in customary form) and take all
such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities in any such
Underwritten Offering, including, to the extent necessary, the engagement of a “qualified
independent underwriter” in connection with the qualification of the
underwriting arrangements with the FINRA.


 


17

















 


(g)           Subject to the execution of confidentiality agreements
satisfactory in form and substance to the Company in the exercise of its good
faith judgment, the Company will give to the Holders, their counsel and
accountants (i) reasonable and customary access to its books and records, that,
in the opinion of the Board are pertinent corporate documents, and (ii) such
opportunities to discuss the business of the Company with its directors,
officers, employees, counsel and the independent public accountants who have
certified its financial statements, as shall be appropriate, in the reasonable
judgment of counsel, to the Holders, to enable them to exercise its due
diligence responsibility.


 


(h)           The Company shall use its reasonable best efforts to
furnish to the Holders and to each such underwriter, if any, a signed
counterpart, addressed to the Holders or such underwriter, of (i) an opinion or
opinions of counsel to the Company and (ii) a comfort letter or comfort letters
from the Company’s independent public accountants, each in customary form and
covering such matters of the kind customarily covered by opinions or comfort
letters, as the case may be, as the Holder and the underwriters reasonably
request.


 


(i)            Each Holder shall promptly furnish in writing to the
Company such information regarding such Holder that is reasonably necessary for
the distribution of the Registrable Securities as the Company may from time to
time reasonably request and such other information regarding such Holder as may
be legally required or advisable in connection with such registration.


 


(j)            Each Holder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
2.9(e), such Holder shall forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Holder’s
Registrable Securities until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.9(e), and, if so
directed by the Company, such Holders shall destroy all copies, other than any
permanent file copies then in such Holder’s possession, of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice. If
the Company shall give such notice, the Company shall extend the period during
which such registration statement shall be maintained effective (including the
period referred to in Section 2.9(a)) by the number of days during the period
from and including the date of the giving of notice pursuant to Section 2.9(e)
to the date when the Company shall make available to the Holders a prospectus
supplemented or amended to conform with the requirements of Section 2.9(e).


 


(k)           The Company shall use its reasonable best efforts to
list all Registrable Securities covered by such registration statement on any
securities exchange or quotation system on which any of the Registrable Securities
are then listed or traded.


 


(l)            The Company shall have appropriate officers of the
Company (i) prepare and make presentations at any “road shows” and before
analysts and rating agencies, as the case may be, (ii) take other actions to
obtain ratings for any Registrable Securities and (iii)


 


18

















 


otherwise use their reasonable best efforts
to cooperate as reasonably requested by the underwriters in the offering,
marketing or selling of the Registrable Securities.


 


(m)          The Company shall use its reasonable best efforts to
take all other steps necessary to effect the registration of Registrable
Securities contemplated hereby.


 


Section 2.10           Registration
Restrictions. Nothing in this Agreement shall be construed as to violate
the restrictions set forth in Section 2.1 and Section 2.6 of the Exchange
Agreement and no registration of Registrable Securities in violation of such
provisions shall be effectuated.


 


Section 2.11           Indemnification by
the Company. In the event of any registration of any securities of the
Company under the Securities Act pursuant to this Article II, the Company will,
and it hereby does, indemnify and hold harmless, to the extent permitted by
law, each Holder, each affiliate of such Holder and its members and managing
members (including any director, officer, affiliate, employee, agent and
controlling person of any of the foregoing, if applicable), each other person
who participates as an underwriter in the offering or sale of such securities
and each other person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or
liabilities, joint or several, and expenses (including reasonable attorney’s
fees and reasonable expenses of investigation) to which such Indemnified Party
may become subject under the Securities Act, common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof, whether or not such Indemnified Party is a party thereto)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any registration statement under
which such securities were registered under the Securities Act, any
preliminary, final or summary prospectus contained therein, or any amendment or
supplement thereto, or (ii) 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 case of a prospectus, in light of the circumstances under which
they were made) not misleading, and the Company will reimburse such Indemnified
Party for any legal or any other expenses reasonably incurred by it in
connection with investigating or defending against any such loss, claim,
liability, action or proceeding; provided, that the Company shall not be liable
to any Indemnified Party in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement
or amendment or supplement thereto or in any such preliminary, final or summary
prospectus in reliance upon and in conformity with written information
furnished to the Company with respect to such seller through an instrument duly
executed by such seller specifically stating that it is for use in the preparation
thereof.


 


Section 2.12           Indemnification by
the Holders. The Company may require, as a condition to including any
Registrable Securities in any registration statement filed in accordance with
this Article II, that the Company shall have


 


19

















 


received an undertaking
reasonably satisfactory to it from the participating Holders or any underwriter
to indemnify and hold harmless, severally and not jointly, the Company and all
other prospective sellers of Registrable Securities with respect to any untrue
statement or alleged untrue statement in or omission or alleged omission from
such registration statement, any preliminary, final or summary prospectus
contained therein, or any amendment or supplement, if such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company with
respect to such seller through an instrument duly executed by such seller or underwriter
specifically stating that it is for use in the preparation of such registration
statement, preliminary, final or summary prospectus or amendment or supplement,
or a document incorporated by reference into any of the foregoing. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or the Holders, or any of their respective
affiliates, directors, officers or controlling persons and shall survive the
transfer of such securities by such person. In no event shall the liability of
the Holders hereunder be greater in amount than the dollar amount of the
proceeds received by the Holders upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 


Section 2.13           Conduct of
Indemnification Proceedings. Promptly after receipt by an Indemnified Party
hereunder of written notice of the commencement of any action or proceeding
with respect to which a claim for indemnification may be made pursuant to this
Article II, such Indemnified Party will, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, that the failure of the Indemnified
Party to give notice as provided herein shall not relieve the indemnifying
party of its obligations under this Article II, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an Indemnified Party, unless in such
Indemnified Party’s reasonable judgment a conflict of interest between such
Indemnified Party and indemnifying parties may exist in respect of such claim,
the indemnifying party will be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such
Indemnified Party, and after notice from the indemnifying party to such
Indemnified Party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party will consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof, the giving by the claimant
or plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation.


 


Section 2.14           Contribution. If
the indemnification provided for in this Article II from the indemnifying party
is unavailable to an Indemnified Party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then the
indemnifying party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
Indemnified Parties in connection with


 


20

















 


the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and Indemnified Parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
indemnifying party or Indemnified Parties, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party under this Section 2.14 as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding. In
no event shall the liability of the Holders hereunder be greater in amount than
the dollar amount of the proceeds received by the Holders upon the sale of the
Registrable Securities giving rise to such indemnification obligation.


 


The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 2.14 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. 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.


 


Section 2.15           Underwritten
Offering


 


(a)           A Holder may not participate in any Underwritten
Offering hereunder unless such Holder (A) agrees to sell its securities on the
basis provided in any underwriting arrangements approved by the Lovell Holders
and Vestar Holders with respect to any Underwritten Offering pursuant to
Section 2.2, or by the Shinsei Holders with respect to any Underwritten
Offering pursuant to Section 2.3, or by the Company with respect to any
Underwritten Offering pursuant to Sections 2.5 or 2.6 and (B) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements and the provisions of this Agreement in respect of
registration rights.


 


(b)           If Registrable Securities are to be sold in a
Underwritten Offering, the Company agrees to include in the registration
statement, or in the case of a Shelf Registration, a prospectus supplement, to
be used all such information as may be reasonably requested by the underwriters
for the marketing and sale of such Registrable Securities.


 


Section 2.16           Other
Indemnification. Indemnification similar to that specified herein (with
appropriate modifications) shall be given by the Company and a Holder
participating therein with respect to any required registration or


 


21

















 


other qualification of
securities under any federal or state law or regulation or Governmental
Authority other than the Securities Act.


 


Section 2.17           Rule 144
Information/Exchange Act Reporting. With (i) a view to making available the
benefits of certain rules and regulations of the SEC which may at any time permit
the sale of the Registrable Securities to the public without registration, and
(ii) to keep any registration statement on Form S-3 filed pursuant hereto
effective, the Company agrees to:  (a)
make and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act; (b) file with the SEC in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and (c) furnish to each Holder of
Registrable Securities forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 and of
the Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company as such Holder may reasonably request in availing itself of any
rule or regulation of the SEC allowing such Holder to sell any Registrable
Securities without registration.


 


Section 2.18           No Transfer of Registration
Rights. Unless the Lovell Holders or the Vestar Holders transfer,
respectively, all or any portion of their rights as beneficial owners of New
Class A Units and Class B Shares to another person or an affiliate in
accordance with the terms of the LLC Agreement, or the Shinsei Holders transfer
all or any portion of their rights as beneficial owners of Class A Shares to
another person or an affiliate in accordance with the terms of the Stockholders
Agreement, none of the rights of the Holders under this Article II shall be
assignable by any Holder to any person acquiring securities.


 


Section 2.19           Parties in Interest.
Each Holder shall be entitled to receive the benefits of this Agreement and
shall be bound by the terms and provisions of this Agreement by reason of its
election to participate in a registration under this Article II. To the extent
Registrable Securities are effectively transferred in accordance with Section
2.18, the transferee of such Registrable Securities shall be entitled to receive
the benefits of this Agreement and shall be bound by the terms and provisions
of this Agreement upon becoming bound hereby pursuant to Section 3.1(b).


 


Section 2.20           Mergers,
Recapitalizations, Exchanges or Other Transactions Affecting Registrable Securities.
The provisions of this Agreement shall apply to the full extent set forth
herein with respect to the Registrable Securities, to any and all securities or
capital stock of the Company or any successor or assign of any such person
(whether by merger, amalgamation, consolidation, sale of assets or otherwise)
that may be issued in respect of, in exchange for, or in substitution of such
Registrable Securities, by reason of any dividend, split, issuance, reverse
split, combination, recapitalization, reclassification, merger, amalgamation,
consolidation or otherwise.


 


Section 2.21           Registration
Expenses. The Company shall pay all Registration Expenses promptly upon
request for payment or reimbursement therefore in connection with any


 


22

















 


registration, request for
registration, or Underwritten Offering of Registrable Securities hereunder. The
obligation to pay the Registration Expenses shall apply irrespective of whether
a registration, once properly demanded, becomes effective, is delayed,
withdrawn or suspended, or in the case of an Underwritten Offering is
consummated.


 


Section 2.22           No Inconsistent
Agreements. The Company has not and shall not enter into any agreement with
respect to the Company’s securities that is inconsistent with the rights
granted to the Holders under this Agreement or that otherwise conflicts with
the provisions hereof. The Company represents and warrants that it is not a
party to, or otherwise subject to, any other agreement granting registration
rights to any other Person with respect to any Common Stock or Common Stock
equivalents. Unless otherwise consented to in writing by holders of a majority
of the Registrable Securities held by each of (i) the Vestar Holders, (ii) the
Lovell Holders and (iii) the Shinsei Holders, the following terms shall apply
to any grant by the Company to any person (an “Other Demanding Party”) of any
right to initiate (an “Other Demand Right”) the registration of any Common
Stock or Common Stock equivalents (a “Registration”):


 


(i)      no Other
Demand Right shall be granted that will permit an Other Demanding Party the
right to demand a Registration at any time prior to the date that is eighteen
months after the IPO;


 


(ii)     in
connection with any Other Demand Right the Vestar Holders, the Lovell Holders
and the Shinsei Holders will have the right to piggyback on any such
Registration and if a Registration pursuant to an Other Demand Right involves
an Underwritten Offering and for what ever reason the number of shares requested
to be included in such registration exceeds the Maximum Offering Size then the
Vestar Holders, the Lovell Holders and the Shinsei Holders shall be given equal
priority on a pro rata basis based on the number of shares held by such persons
and available for sale in such sale with the Other Demanding Party; and


 


(iii)    if the
Company so elects, the Other Demanding Party may be provided with the right to
piggyback on any Demand Registration pursuant to Section 2.2 hereof and/or
Section 2.3 hereof and if any such Registration involves an Underwritten
Offering and for whatever reason the number of shares requested to be included
in such registration exceeds the Maximum Offering Size then the Other Demanding
Party shall be given equal priority on a pro rata basis based on the number of
shares held by such persons and available for sale in such sale with the “other
Holders” or “other persons” pursuant to Section 2.3(d)(iii), 2.4(a)(iii),
2.4(b)(ii) or 2.4(c)(ii) as applicable.


 


23

















 


ARTICLE III



MISCELLANEOUS


 


Section 3.1             Term of the
Agreement; Termination of Certain Provisions.


 


(a)           The term of this Agreement shall continue until such
time as no Registrable Securities are held by any Holder, except that Sections 2.11,
2.12, 2.13, 2.14 and Section 3.3 shall survive.


 


(b)           Unless this Agreement is theretofore terminated
pursuant to Section 3.1(a) hereof, each Holder shall be bound by the provisions
of this Agreement with respect to any of its Registrable Securities until such
time as such Holder ceases to hold any Registrable Securities. Thereafter, such
Holder shall no longer be bound by the provisions of this Agreement.


 


Section 3.2             Amendments; Waiver.


 


(a)           Subject to the limitations set forth in Section
3.2(b), the provisions of this Agreement may be amended only by the holders of
a majority of the Registrable Securities.


 


(b)           Any amendment of this Agreement that may adversely
affect the rights of the Lovell Holders, the Vestar Holders or the Shinsei
Holders shall require the approval of a majority of each of the Lovell Holders,
Vestar Holders and the Shinsei Holders, so adversely affected, respectively.


 


(c)           In addition to any other vote or approval that may be
required under this Section 3.2, any amendment of this Agreement that has the
effect of changing the obligations of the Company hereunder to make such
obligations materially more onerous to the Company shall require the approval
of the Company.


 


(d)           No provision of this Agreement may be waived except by
an instrument in writing executed by the party against whom the waiver is to be
effective.


 


Section 3.3             Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR


 


24

















 


CONFLICTS
OF LAW PRINCIPLES ( OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK).


 


Section 3.4             Notices.


 


(a)           Any communication, demand or notice to be given
hereunder will be duly given (and shall be deemed to be received) when
delivered in writing by hand or first class mail or by telecopy to a party at
its address as indicated below:


 


If to the Company,


 


Duff & Phelps Corporation 

55 East 52nd Street

New York, NY 10055

Attention: General Counsel 

Fax: (212) 450-2801


 


with a copy (which shall not constitute
notice to the Company) to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

Attn: David J. Goldschmidt, Esq.


 


If to a Holder,


 


to the address and facsimile set forth in the
records of the Company.


 


(b)           Unless otherwise provided to the contrary herein, any
notice which is required to be given in writing pursuant to the terms of this
Agreement may be given by telecopy.


 


Section 3.5             Severability. If
any provision of this Agreement is finally held to be invalid, illegal or
unenforceable, (a) the remaining terms and provisions hereof shall be
unimpaired and (b) the invalid or unenforceable term or provision shall be
deemed replaced by a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term
or provision.


 


Section 3.6             Specific
Performance. Each party hereto acknowledges that the remedies at law of the
other parties for a breach or threatened breach of this Agreement would be
inadequate and, in recognition of this fact, any part to this Agreement,
without posting any bond, and in addition to all other remedies that may be
available, shall, subject to Section 3.3, be entitled to obtain equitable
relief in the form of specific performance, a temporary restraining order, a
temporary or permanent injunction or any other equitable remedy that may be
then available.


 


25

















 


Section 3.7             Assignment;
Successors. This Agreement shall be binding upon and inure to the benefit
of the respective legatees, legal representatives, successors and assigns of
each Holder; provided, however, that a Holder may not assign this Agreement or
any of his rights or obligations hereunder, except pursuant to Section 2.18,
and any purported assignment in breach hereof by a Holder shall be void; and
provided further that no assignment of this Agreement by the Company or to a
successor of the Company (by operation of law or otherwise) shall be valid
unless such assignment is made to a person which succeeds to the business of
such person substantially as an entirety.


 


Section 3.8             No Third-Party
Rights. Other than as expressly provided herein, nothing in this Agreement
will be construed to give any person other than the parties to this Agreement
any legal or equitable right, remedy, or claim under or with respect to this
Agreement or any provision of this Agreement. This Agreement and all of its
provisions and conditions are for the sole and exclusive benefit of the parties
to this Agreement and their successors and assigns.


 


Section 3.9             Section Headings.
The headings of sections in this Agreement are provided for convenience only
and will not affect its construction or interpretation.


 


Section 3.10           Execution in
Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts shall
together constitute but one and the same instrument.


 


26

















 


IN WITNESS WHEREOF, the parties hereto have
duly executed or caused to be duly executed this Agreement as of the dates
indicated.


 


	
   

  	
   

  	
  DUFF & PHELPS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Noah Gottdiener

  
	
   

  	
   

  	
   

  	
  Name: Noah Gottdiener

  
	
   

  	
   

  	
   

  	
  Title: Chief Executive
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LM DUFF HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Lovell Minnick Equity
  Partners II LP, its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Lovell Minnick Equity
  Advisors II LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Lovell Minnick Partners
  LLC, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Belke

  
	
   

  	
   

  	
   

  	
  Name: Robert Belke

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LOVELL MINNICK EQUITY
  PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Belke

  
	
   

  	
   

  	
   

  	
  Name: Robert Belke

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VESTAR CAPITAL PARTNERS IV,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sander Levy

  
	
   

  	
   

  	
   

  	
  Name: Sander Levy

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 

















 


	
   

  	
   

  	
  VESTAR/D&P HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sander Levy

  
	
   

  	
   

  	
   

  	
  Name: Sander Levy

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHINSEI BANK, LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edward Gilbert

  
	
   

  	
   

  	
   

  	
  Name: Edward Gilbert

  
	
   

  	
   

  	
   

  	
  Title: General Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ON BEHALF OF EACH OF THE
  INDIVIDUAL MEMBERS OF DUFF & PHELPS ACQUISITIONS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOAH GOTTDIENER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Noah Gottdiener

  
	
   

  	
   

  	
   

  	
  Name: Noah Gottdiener

  
	
   

  	
   

  	
   

  	
  Title: Attorney-In-Fact for
  the Members

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GERARD CREAGH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerard Creagh

  
	
   

  	
   

  	
   

  	
  Name: Gerard Creagh

  
	
   

  	
   

  	
   

  	
  Title: Attorney-In-Fact for
  the Members

  



 


Signature Page to the Registration Rights Agreement