exv10w4



 




Exhibit 10.4


FORM OF

REGISTRATION RIGHTS AGREEMENT




BY AND AMONG




HFF, INC.




AND




HFF HOLDINGS LLC




Dated as of [•], 2007




 









 





Table of Contents




ARTICLE I




DEFINITIONS AND OTHER MATTERS




	 	 	 	 	 
	Section 1.1. Definitions

	 	 	1	 
	 
	 	 	 	 
	Section 1.2. Definitions Generally

	 	 	4	 
	 
	 	 	 	 
	ARTICLE II


REGISTRATION RIGHTS

	 
	 	 	 	 
	Section 2.1. Fifth Anniversary Registration

	 	 	5	 
	 
	 	 	 	 
	Section 2.2. Demand Registration

	 	 	5	 
	 
	 	 	 	 
	Section 2.3. Piggyback Registration

	 	 	6	 
	 
	 	 	 	 
	Section 2.4. Lock-Up Agreements

	 	 	8	 
	 
	 	 	 	 
	Section 2.5. Registration Procedures

	 	 	8	 
	 
	 	 	 	 
	Section 2.6. Indemnification by the Company

	 	 	11	 
	 
	 	 	 	 
	Section 2.7. Indemnification by HFF Holdings

	 	 	11	 
	 
	 	 	 	 
	Section 2.8. Conduct of Indemnification Proceedings

	 	 	12	 
	 
	 	 	 	 
	Section 2.9. Contribution

	 	 	12	 
	 
	 	 	 	 
	Section 2.10. Participation in Public Offering

	 	 	13	 
	 
	 	 	 	 
	Section 2.11. Other Indemnification

	 	 	13	 
	 
	 	 	 	 
	 
	 	 	 	 
	Section 2.12. Cooperation by the Company

	 	 	13	 
	 
	 	 	 	 
	Section 2.13. No Transfer of Registration Rights

	 	 	13	 
	 
	 	 	 	 
	Section 2.14. Parties in Interest

	 	 	13	 
	 
	 	 	 	 
	Section 2.15. Acknowledgement Regarding the Company

	 	 	14	 






 









 






	 	 	 	 	 
	Section 2.16. Mergers, Recapitalizations, Exchanges or Other
Transactions Affecting Registrable Securities

	 	 	14	 
	 
	 	 	 	 
	ARTICLE III

MISCELLANEOUS

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

	 	 	14	 
	 
	 	 	 	 
	Section 3.2. Amendments; Waiver

	 	 	14	 
	 
	 	 	 	 
	Section 3.3. Governing Law

	 	 	15	 
	 
	 	 	 	 
	Section 3.4. Notices

	 	 	15	 
	 
	 	 	 	 
	Section 3.5. Severability

	 	 	16	 
	 
	 	 	 	 
	Section 3.6. Specific Performance

	 	 	16	 
	 
	 	 	 	 
	Section 3.7. Assignment; Successors

	 	 	16	 
	 
	 	 	 	 
	Section 3.8. No Third-Party Rights

	 	 	16	 
	 
	 	 	 	 
	Section 3.9. Section Headings

	 	 	16	 
	 
	 	 	 	 
	Section 3.10. Execution in Counterparts

	 	 	16	 






 









 





REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
[•], 2007, by and among HFF, Inc., a Delaware corporation (the “Company”), and HFF
Holdings LLC, a Delaware limited liability company (“HFF Holdings”).




W I T N E S S E T H:




          WHEREAS, the Company and HFF Holdings are beneficial owners of partnership units (the
“Units”) of each of Holliday Fenoglio Fowler, L.P., a Texas limited partnership (“HFF
LP”), and HFF Securities L.P., a Delaware limited partnership (“HFF Securities” and,
together with HFF LP, the “Operating Partnerships”);




          WHEREAS, pursuant to the Sale and Merger Agreement (defined below), HFF Holdings has received
an exchange right to exchange one partnership unit in each of the Operating Partnerships for one
share of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common
Stock”), at the option of HFF Holdings pursuant to the LLC Agreement (defined below); and




          WHEREAS, the Company desires to provide HFF Holdings with registration rights with respect to
shares of Class A Common Stock underlying its Units.




          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) “Agreement” has the meaning ascribed to such term in the Recitals.



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



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



(d) “Certificate of Incorporation” means the Amended and Restated Certificate of
Incorporation of HFF, Inc., as filed with the Delaware Secretary of State on [•], 2007.



(e)“Class A Common Stock” has the meaning ascribed to such term in the Recitals.



(f) “Company” has the meaning ascribed to such term in the Recitals.




 









 







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



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



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



(j) “Fifth Anniversary Registration” has the meaning ascribed to such term in Section
2.1(a).



(k) “Governmental Authority” means any national, local or foreign (including U.S. federal,
state 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.



(l) “Indemnified Parties” has the meaning ascribed to such term in Section 2.6.



(m) “IPO Date” means the closing date of the initial public offering of the Class A Common
Stock.



(n) “LLC Agreement” means the Second Amended and Restated Limited Liability Agreement, as
amended, of HFF Holdings, by and among the Members thereof.



(o) “Public Offering” means an 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.



(p) “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) reasonable fees and disbursements of counsel for the Company and 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 2.5(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 HFF Holdings, including
counsel for HFF Holdings, (ix) fees and expenses in connection with any review by the NASD of the
underwriting arrangements or other terms of the offering, and all fees and expenses of any
“qualified independent underwriter,” including the fees


 









 






and expenses of any counsel thereto, (x) fees and disbursements underwriters customarily paid by
issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions
attributable to the sale of Registrable Securities, (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 2.5(l).



(q) “Registrable Securities” shall mean shares of Class A Common Stock deliverable or
delivered in exchange for Units. For purposes of this Agreement, (i) 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 (ii) the
Registrable Securities of a holder shall not be deemed to be Registrable Securities at any time
when the entire amount of such Registrable Securities proposed to be sold by HFF Holdings in a
single sale constitutes less than 1% of the then outstanding shares of Class A Common Stock or, in
the opinion of counsel satisfactory to the Company and HFF Holdings, each in their reasonable
judgment, may be distributed to the public pursuant to Rule 144 (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.



(r) “Sale and Merger Agreement” means that certain Sale and Merger Agreement, dated as of
[•], 2007, among HFF Holdings, Holliday GP Corp., HFF LP Acquisition LLC, the Company, GP
Acquisition Corp. and HFF Partnership Holdings LLC.



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



(t) “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



(u) “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.



(v) “Transfer” means, in respect of any Unit, share 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, including, without limitation, the exchange of any Unit for any
other security.



(w) “Units” has the meaning ascribed to such term in the Recitals.



          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.




ARTICLE II




REGISTRATION RIGHTS




          Section 2.1. Fifth Anniversary Registration.



(a) The Company shall use its commercially reasonable efforts to cause to be declared effective
under the Securities Act by the SEC, on or prior to the fifth anniversary of the IPO Date, a
registration statement relating to all shares of the following Registrable Securities (“Fifth
Anniversary Registration”): Registrable Securities to be delivered to HFF Holdings by the
Company in respect of the exchange of Units pursuant to the Certificate of Incorporation and all


 









 






other Registrable Securities of HFF Holdings which Registrable Securities are reasonably expected
to continue to be Registrable Securities at the expected filing date for the registration statement
with respect to such registration.



(b) The Company shall be liable for and pay all Registration Expenses in connection with any Fifth
Anniversary Registration, regardless of whether such Registration is effected.



(c) Upon notice to HFF Holdings, the Company may postpone effecting a registration pursuant to
this Section 2.1 on one occasion during any period of six consecutive months for a reasonable time
specified in the notice but not exceeding 120 days (which period may not be extended or renewed),
if (i) the Company 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.




          Section 2.2. Demand Registration.




(a) If at any time following the IPO, the Company shall receive a written request (a “Demand
Notice”) from HFF Holdings that the Company effect the registration under the Securities Act of
all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand
Registration”), specifying the intended method of disposition thereof, then the Company shall
use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable,
subject to the restrictions in Section 2.2(d), the registration under the Securities Act of the
Registrable Securities for which HFF Holdings has 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. Notwithstanding the
foregoing, (i) HFF Holdings shall be entitled to ten Demand Registrations pursuant to this Section
2.2, (ii) HFF Holdings shall be entitled to no more than one demand registration during any
six-month period, and (iii) the Company shall not be obligated to make a Demand Registration with
respect to HFF Holdings in the event that a Fifth Anniversary Registration or Piggyback
Registration (as defined below) had been available to HFF Holdings within the 180 days preceding
the date of the Demand Notice.




(b) Notwithstanding any provision in this Section 2.3 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 HFF Holdings in any individual Demand Registration, subject to the
right of HFF Holdings to revoke its Demand Registration request pursuant to Section 2.3(c).




(c) At any time prior to the effective date of the registration statement relating to such
registration, HFF Holdings may revoke such Demand Registration request by providing a notice to the
Company revoking such request. The Company shall be liable for and pay all Registration Expenses in
connection with any Demand Registration.




 









 







(d) If a Demand Registration involves an underwritten Public Offering and the managing underwriter
advises the Company and HFF Holdings that, in its view, the number of shares of Registrable
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
HFF Holdings; 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.


(e) Upon notice to HFF Holdings, 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 120 days (which period may not be extended or renewed),
if (i) the Company 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.




          Section 2.3. Piggyback Registration.



(a) Subject to any contractual obligations to the contrary, if the Company proposes at any time to
register any of the equity securities issued by it under the Securities Act (other than a
registration on Form S-8 or S-4, or any successor forms, relating to shares of Class A Common Stock
issuable in connection with any employee benefit or similar plan of the Company or in connection
with a direct or indirect acquisition by the Company of another Person or as a recapitalization or
reclassification of securities of the Company), 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 HFF Holdings which
notice shall set forth HFF Holdings’ rights under this Section 2.3 and shall offer HFF Holdings the
opportunity to include in such registration statement the number of Registrable Securities of the
same class or series as those proposed to be registered as HFF Holdings may request (a
“Piggyback Registration”), subject to the provisions of Section 2.3(b). Upon the request of
HFF Holdings made within five business days after the receipt of notice from the Company (which
request shall specify the number of Registrable Securities intended to be registered by HFF
Holdings), the Company shall use its commercially reasonable efforts to effect the registration
under the Securities Act of all Registrable Securities that the Company has been so requested to
register by HFF Holdings 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
Public Offering, HFF Holdings must sell its 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 2.3(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 HFF Holdings and, thereupon,
shall be relieved of its obligation to register any Registrable Securities in connection with such
registration. No registration effected under this Section 2.3 shall relieve the Company of its
obligations to effect a Fifth Anniversary Registration or Demand Registration to the extent
required by Section 2.1 or Section 2.2, respectively. The Company shall pay all Registration
Expenses in connection with each Piggyback Registration.



(b) Subject to any contractual obligations to the contrary, if a Piggyback Registration involves
an underwritten Public Offering and the managing underwriter advises the Company that, in its view,
the number of Registrable Securities that the Company and HFF Holdings 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, to the Company securities proposed to be registered pursuant to any demand
registration rights of third parties;



     (iii) third, all Registrable Securities requested to be included in such registration by HFF
Holdings; and



     (iv) fourth, any securities proposed to be registered for the account of any other Persons
with such priorities among them as the Company shall determine.


(c) Notwithstanding any provision in this Section 2.3 or elsewhere in this Agreement, no provision
relating to the registration of Registrable Securities shall be construed as permitting HFF
Holdings to effect a transfer of securities that is otherwise prohibited by the terms of any
agreement between HFF Holdings and the Company or any of its subsidiaries. The Company shall not be
obligated to provide notice or afford Piggyback Registration to HFF Holdings pursuant to this
Section 2.3 unless some or all of HFF Holdings’ Registrable Securities are permitted to be
transferred under the terms of applicable agreements between HFF Holdings and the Company or any of
its subsidiaries.




          Section 2.4. Lock-Up Agreements. If any registration of Registrable Securities shall
be effected in connection with a Public Offering, neither the Company nor HFF Holdings 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 Public Offering) during the period
beginning 14 days prior to the effective date of the applicable registration statement until the
earlier of (i) such time as the Company and the lead managing underwriter shall agree and (ii) 180
days following the effective date of the applicable registration statement.




 









 








          Section 2.5. Registration Procedures. Whenever HFF Holdings requests that any
Registrable Securities be registered pursuant to Section 2.2 or 2.3 or in respect of any Fifth
Anniversary Registration pursuant to Section 2.1, subject to the provisions of such Sections, the
Company shall use its commercially reasonable efforts to effect the registration and the 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:



(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 commercially reasonable efforts to cause such filed registration statement to
become and remain effective for a period of not less than 40 days, or in the case of a Fifth
Anniversary Registration, until all of the Registrable Securities of HFF Holdings included in such
registration statement shall have actually been sold thereunder; provided that, at the request of
HFF Holdings, the intended method of distribution relating to the sale of the Registrable
Securities to be registered thereunder shall provide for individual members of HFF Holdings 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 HFF Holdings 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 HFF Holdings 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 HFF Holdings or underwriter may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by HFF Holdings. HFF Holdings shall
have the right to request that the Company modify any information contained in such registration
statement, amendment and supplement thereto pertaining to HFF Holdings and the Company shall use
its all commercially reasonable 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.



(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 HFF Holdings thereof set forth in such registration statement or supplement to


 









 






such prospectus and (iii) promptly notify HFF Holdings 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 commercially 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 HFF Holdings reasonably (in light of HFF
Holdings’ 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 HFF Holdings to consummate the disposition
of the Registrable Securities owned by HFF Holdings, 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 2.5(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 HFF Holdings, 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 HFF Holdings and file with the SEC any such supplement or amendment.



(f) The Company shall select an underwriter or underwriters in connection with any Public
Offering; provided that, in the event of a Demand Registration, such underwriter or underwriters
shall be reasonably acceptable to HFF Holdings. In connection with any Public Offering, the Company
shall enter into customary agreements (including an underwriting agreement in customary form) and
take such all other actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities in any such Public Offering, including, to the extent
necessary, the engagement of a “qualified independent underwriter” in connection with the
qualification of the underwriting arrangements with the NASD.



(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 HFF Holdings, its
counsel and accountants (i) reasonable and customary access to its books and records 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 HFF Holdings, to enable it to
exercise its due diligence responsibility.



(h) The Company shall use its commercially reasonable efforts to furnish to HFF Holdings and to
each such underwriter, if any, a signed counterpart, addressed to HFF Holdings 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 HFF Holdings therefor reasonably requests.



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



(j) HFF Holdings agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 2.5(e), HFF Holdings shall forthwith discontinue disposition
of Registrable Securities pursuant to the registration statement covering such Registrable
Securities until HFF Holdings’ receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.5(e), and, if so directed by the Company, HFF Holdings shall deliver to
the Company all copies, other than any permanent file copies then in HFF Holdings’ 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 2.5(a)) by the number of days during the period from and including the date of the giving
of notice pursuant to Section 2.5(e) to the date when the Company shall make available to HFF
Holdings a prospectus supplemented or amended to conform with the requirements of Section 2.5(e).



(k) The Company shall use its commercially reasonable 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) otherwise use their commercially
reasonable efforts to cooperate as reasonably requested by the underwriters in the offering,
marketing or selling of the Registrable Securities.




          Section 2.6. 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, HFF Holdings, each
affiliate of HFF Holdings and its members and managing members (including any director, officer,
affiliate, employee, agent and controlling Person of any of the foregoing), 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 2.7. Indemnification by HFF Holdings. 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 received an undertaking reasonably satisfactory
to it from HFF Holdings or any underwriter to indemnify and hold harmless 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 HFF Holdings, 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 HFF Holdings hereunder be greater in amount than
the dollar amount of the proceeds received by HFF Holdings upon the sale of the Registrable
Securities giving rise to such indemnification obligation.




          Section 2.8. 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 2.9. 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 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 2.9 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.




          The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 2.9 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 2.10. Participation in Public Offering. HFF Holdings may not participate in
any Public Offering hereunder unless HFF Holdings (a) agrees to sell its securities on the basis
provided in any underwriting arrangements approved by HFF Holdings 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.




 









 








          Section 2.11. Other Indemnification. Indemnification similar to that specified herein
(with appropriate modifications) shall be given by the Company and HFF Holdings participating
therein with respect to any required registration or other qualification of securities under any
federal or state law or regulation or Governmental Authority other than the Securities Act.




          Section 2.12. Cooperation by the Company. If HFF Holdings shall transfer any
Registrable Securities pursuant to Rule 144, the Company shall use its commercially reasonable
efforts to cooperate with HFF Holdings and shall provide to HFF Holdings such information as HFF
Holdings shall reasonably request.




          Section 2.13. No Transfer of Registration Rights. Except as set forth in Section
2.14, none of the rights of HFF Holdings under this Article II shall be assignable by HFF Holdings
to any person acquiring securities.




          Section 2.14. Parties in Interest. HFF Holdings 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 the terms of the operating
agreement of HFF Holdings, 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(c).




          Section 2.15. Acknowledgement Regarding the Company. All determinations necessary or
advisable under this Article II shall be made by the Company, the determinations of which shall be
final and binding.




          Section 2.16. 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 Operating Partnerships or 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.




 









 








ARTICLE III




MISCELLANEOUS




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



(a) The term of this Agreement shall continue until the first to occur of (i) such time as HFF
Holdings no longer holds any Registrable Securities and (ii) such time as the Agreement is
terminated in writing by HFF Holdings.



(b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, HFF
Holdings shall be bound by the provisions of this Agreement with respect to any of its Units or
Registrable Security until such time as HFF Holdings ceases to hold any Registrable Security.
Thereafter, HFF Holdings shall no longer be bound by the provisions of this Agreement other than
Sections 2.6, 2.7, 2.8, 2.9 and 2.11 and Article III.




          Section 3.2. Amendments; Waiver.



(a) The provisions of this Agreement may be amended only by HFF Holdings.



(b) 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 Operating
Partnerships or the Company hereunder to make such obligations materially more onerous to the
Operating Partnerships or Company shall require the approval of the Operating Partnerships or the
Company, as the case may be.



(c) 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 LAWS 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,



          HFF, Inc.



          429 Fourth Avenue

          Suite 200

          Pittsburgh, PA 15219




 









 







Attention: Chief Executive Officer

Fax: [•]



If to HFF Holdings LLC



429 Fourth Avenue

Suite 200

Pittsburgh, PA 15219

Attention: Managing Member

Fax: [•]



(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 3.4, 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.




          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 HFF
Holdings; provided, however, that HFF Holdings may not assign this Agreement or any of his rights
or obligations hereunder, and any purported assignment in breach hereof by HFF Holdings 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.




 









 








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




	 	 	 	 	 
	 	HFF, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HFF HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: