**Exhibit 4.1****Execution Copy****REGISTRATION RIGHTS AGREEMENT**     This Registration Rights Agreement (this “*Agreement*”) is made and entered into as of May 17,2007, by and between Orion Marine Group, Inc., a Delaware corporation (together with any successorentity thereto, the “*Company*”), and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation(“*FBR*”), for the benefit of FBR, the purchasers of the Company’s common stock, $0.01 par value pershare, as participants (“*Participants*”) in the private placement by the Company of shares of itscommon stock, and the direct and indirect transferees of FBR, and each of the Participants.     This Agreement is made pursuant to the Purchase/Placement Agreement (the “*Purchase/PlacementAgreement*”), dated as of May 9, 2007, by and between the Company and FBR in connection with thepurchase and sale or placement of an aggregate of 17,500,000 shares of the Company’s common stock(plus an additional 3,449,196 shares to cover additional allotments, if any). In order to induceFBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide theregistration rights provided for in this Agreement to FBR, the Participants, and their respectivedirect and indirect transferees. The execution of this Agreement is a condition to the closing ofthe transactions contemplated by the Purchase/Placement Agreement.     The parties hereby agree as follows:**1.*****Definitions***     As used in this Agreement, the following terms shall have the following meanings:     *Accredited Investor Shares:*Shares initially sold by the Company to “accredited investors”(within the meaning of Rule 501(a) promulgated under the Securities Act) as Participants.     *Affiliate:*As to any specified Person, (i) any Person directly or indirectly owning,controlling or holding, with power to vote, ten percent or more of the outstanding votingsecurities of such other Person, (ii) any Person, ten percent or more of whose outstanding votingsecurities are directly or indirectly owned, controlled or held, with power to vote, by such otherPerson, (iii) any Person directly or indirectly controlling, controlled by or under common controlwith such other Person, (iv) any executive officer, director, trustee or general partner of suchPerson and (v) any legal entity for which such Person acts as an executive officer, director,trustee or general partner. An indirect relationship shall include circumstances in which aPerson’s spouse, children, parents, siblings or mother, father, sister- or brother-in-law is or hasbeen associated with a Person.     *Agreement:*As defined in the preamble.     *Board of Directors:*As defined in Section 5(a) hereof.
 

 
     *Business Day:*With respect to any act to be performed hereunder, each Monday, Tuesday,Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, NewYork or other applicable places where such act is to occur are authorized or obligated byapplicable law, regulation or executive order to close.     *Closing Date:*May 17, 2007 or such other time or such other date as FBR and the Company mayagree.     *Commission:*The Securities and Exchange Commission.     *Common Stock:*The common stock, $0.01 par value per share, of the Company.     *Company:*As defined in the preamble.     *Controlling Person:*As defined in Section 6(a) hereof.     *End of Suspension Notice:*As defined in Section 5(b) hereof.     *Exchange Act:*The Securities Exchange Act of 1934, as amended, and the rules and regulationspromulgated by the Commission pursuant thereto.     *FBR:*As defined in the preamble.     *Holder:*Each record owner of any Registrable Shares from time to time, including FBR and itsAffiliates.     *Indemnified Party:*As defined in Section 6(c) hereof.     *Indemnifying Party:*As defined in Section 6(c) hereof.     *IPO Registration Statement:*As defined in Section 2(b) hereof.     *Issuer Free Writing Prospectus:*As defined in Section 2(c) hereof.     *Liabilities:*As defined in Section 6(a) hereof.     *NASD:*The National Association of Securities Dealers, Inc.     *No Objections Letter:*As defined in Section 4(t) hereof.     *Participants:*As defined in the preamble.     *Person:*An individual, partnership, corporation, trust, unincorporated organization,government or agency or political subdivision thereof, or any other legal entity.
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     *Proceeding:*An action, claim, suit or proceeding (including without limitation, aninvestigation or partial proceeding, such as a deposition), whether commenced or, to the knowledgeof the Person subject thereto, threatened.     *Prospectus:*The prospectus included in any Registration Statement, including any preliminaryprospectus at the “time of sale” within the meaning of Rule 159 under the Securities Act and allother amendments and supplements to any such prospectus, including post-effective amendments, andall material incorporated by reference or deemed to be incorporated by reference, if any, in suchprospectus.     *Purchase/Placement Agreement:*As defined in the preamble.     *Purchaser Indemnitee:*As defined in Section 6(a) hereof.     *Registrable Shares:*The Rule 144A Shares, the Accredited Investor Shares and the Regulation SShares, upon original issuance thereof, and at all times subsequent thereto, including upon thetransfer thereof by the original holder or any subsequent holder (*provided*, in each case that thetransferee has duly completed, executed and delivered a Transferee Letter in the form specified inthe offering memorandum for the initial issuance of such shares) and any shares or other securitiesissued in respect of such Registrable Shares by reason of or in connection with any stock dividend,stock distribution, stock split, purchase in any rights offering or in connection with any exchangefor or replacement of such Registrable Shares or any combination of shares, recapitalization,merger or consolidation, or any other equity securities issued pursuant to any other pro ratadistribution with respect to the Common Stock, until, in the case of any such Rule 144A Share,Accredited Investor Share or Regulation S Share, the earliest to occur of (i) the date on which theresale of such share has been registered pursuant to the Securities Act and it has been disposed ofin accordance with the Registration Statement relating to it, (ii) the date on which either it hasbeen transferred pursuant to Rule 144 (or any similar provision then in effect) or is saleablepursuant to Rule 144(k) promulgated by the Commission pursuant to the Securities Act or (iii) thedate on which it is sold to the Company.     *Registration Default:*As defined in Section 2(f) hereof.     *Registration Expenses:*Any and all expenses incident to the Company’s performance of orcompliance with this Agreement and certain expenses incident to FBR’s performance of or compliancewith this Agreement, including, and, with respect to the expenses incident to the Company’sperformance, without limitation: (i) all Commission, securities exchange, NASD registration,listing, inclusion and filing fees; (ii) all fees and expenses incurred in connection withcompliance with international, federal or state securities or blue sky laws (including, withoutlimitation, any registration, listing and filing fees and reasonable fees and disbursements ofcounsel in connection with blue sky qualification of any of the Registrable Shares and thepreparation of a blue sky memorandum and compliance with the rules of the NASD); (iii) all expensesin preparing or assisting in preparing, word processing, duplicating, printing, delivering anddistributing any Registration Statement, any Prospectus, any amendments or supplements thereto, anyunderwriting agreements, securities sales agreements, certificates and any other documents relatingto the performance under and compliance with this Agreement; (iv) all fees and expenses incurred in
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connection with the listing or inclusion of any of the Registrable Shares on any securitiesexchange or The Nasdaq Stock Market, Inc.® pursuant to Section 4(n) of this Agreement; (v) the feesand disbursements of counsel for the Company and of the independent registered public accountingfirm of the Company (including, without limitation, the expenses of any special audit and “coldcomfort” letters required by or incident to the performance of this Agreement); (vi) reasonablefees and disbursements of Nelson Mullins Riley & Scarborough, LLP, or one such other counsel,reasonably acceptable to the Company, for the Holders, selected by the Holders holding a majorityof the Registrable Shares (such counsel, “*Selling Holders’ Counsel*”); and (vii) any fees anddisbursements customarily paid in issues and sales of securities (including the fees and expensesof any experts retained by the Company in connection with any Registration Statement); *provided,however*, that Registration Expenses shall exclude brokers’ or underwriters’ discounts andcommissions, if any, relating to the sale or disposition of Registrable Shares by a Holder.     *Registration Statement:*Any registration statement of the Company that covers the resale ofRegistrable Shares pursuant to the provisions of this Agreement, including the Prospectus,amendments and supplements to such registration statement or Prospectus, including pre- andpost-effective amendments, all exhibits thereto and all material incorporated by reference ordeemed to be incorporated by reference, if any, in such registration statement.     *Regulation S:*Regulation S (Rules 901-905) promulgated by the Commission under the SecuritiesAct, as such rules may be amended from time to time, or any similar rule or regulation hereafteradopted by the Commission as a replacement thereto having substantially the same effect as suchregulation.     *Regulation S Shares:*Shares initially resold by FBR pursuant to the Purchase/PlacementAgreement to “non-U.S. persons” (in accordance with Regulation S) in an “offshore transaction” (inaccordance with Regulation S).     *Rule 144:*Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 144A:*Rule 144A promulgated by the Commission pursuant to the Securities Act, as suchrule may be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 144A Shares:*Shares initially resold by FBR pursuant to the Purchase/Placement Agreementto “qualified institutional buyers” (as such term is defined in Rule 144A).     *Rule 158:*Rule 158 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 159:*Rule 159 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.
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     *Rule 405:*Rule 405 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 415:*Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 424:*Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 429:*Rule 429 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 433:*Rule 433 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Securities Act:*The Securities Act of 1933, as amended, and the rules and regulationspromulgated by the Commission thereunder.     *Shares:*The shares of Common Stock being offered and sold pursuant to the terms andconditions of the Purchase/Placement Agreement.     *Shelf Registration Statement:*As defined in Section 2(a) hereof.     *Suspension Event:*As defined in Section 5(b) hereof.     *Suspension Notice:*As defined in Section 5(b) hereof.     *Underwritten Offering*: A sale of securities of the Company to an underwriter or underwritersfor re-offering to the public.**2.*****Registration Rights***     (a) *Mandatory Shelf Registration.*As set forth in Section 4 hereof, the Company agrees tofile with the Commission as soon as reasonably practicable following the date of this Agreement(but in no event later than the date that is 120 days after the date of this Agreement) a shelfRegistration Statement on Form S-1 or such other form under the Securities Act then available tothe Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time totime by the Holders (a “*Shelf Registration Statement*”). The Company shall use its commerciallyreasonable efforts to cause such Shelf Registration Statement to be declared effective
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by the Commission as soon as reasonably practicable. Any Shelf Registration Statement shallprovide for the resale from time to time, and pursuant to any method or combination of methodslegally available (including, without limitation, an Underwritten Offering, a direct sale topurchasers or a sale through brokers or agents, which may include sales over the internet) by theHolders of any and all Registrable Shares.     (b) *IPO Registration.*If the Company proposes to file a registration statement on Form S-1 orsuch other form under the Securities Act providing for the initial public offering of shares ofCommon Stock (the “*IPO Registration Statement*”), the Company will notify in writing each Holder ofthe filing, within the ten (10) Business Days after the filing thereof, and afford each Holder anopportunity by the time designated in the notice to include in the IPO Registration Statement allor any part of the Registrable Shares then held by such Holder. Each Holder desiring to include inthe IPO Registration Statement all or part of the Registrable Shares held by such Holder shall,within twenty (20) days after receipt of the above-described notice from the Company, so notify theCompany in writing, and in such notice shall inform the Company of the number of Registrable Sharessuch Holder wishes to include in the IPO Registration Statement. Any election by any Holder toinclude any Registrable Shares in the IPO Registration Statement will not affect the inclusion ofsuch Registrable Shares in the Shelf Registration Statement until such Registrable Shares have beensold under the IPO Registration Statement.     (i) *Right to Terminate IPO Registration*. The Company shall have the right to terminateor withdraw the IPO Registration Statement initiated by it referred to in this Section 2(b)prior to the effectiveness of such registration whether or not any Holder has elected toinclude Registrable Shares in such registration.     (ii) *Selection of Underwriter*. The Company shall have the sole right to select themanaging underwriter(s) for its initial public offering, regardless of whether anyRegistrable Securities are included in the IPO Registration Statement or otherwise.     (iii) *Shelf Registration not Impacted by IPO Registration Statement.*The Company’sobligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shallnot be affected by the filing or effectiveness of the IPO Registration Statement.     (c) *Issuer Free Writing Prospectus*. The Company represents and agrees that, unless it obtainsthe prior consent of Holders of a majority of the Registrable Shares that are registered under aRegistration Statement at such time or the consent of the managing underwriter in connection withany Underwritten Offering of Registrable Shares, and each Holder represents and agrees that, unlessit obtains the prior consent of the Company and any such underwriter, it will not make any offerrelating to the Shares that would constitute an “issuer free writing prospectus,” as defined inRule 433 (an “*Issuer Free Writing Prospectus*”), or that would otherwise constitute a “free writingprospectus,” as defined in Rule 405, required to be filed with the Commission. The Companyrepresents that any Issuer Free Writing Prospectus prepared by it will not include any informationthat conflicts with the information contained in any Registration Statement or the relatedProspectus and, any Issuer Free Writing Prospectus, when taken together with the information insuch Registration Statement and the related Prospectus, will not include any untrue
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statement of a material fact or omit to state any material fact necessary in order to make thestatements therein, in light of the circumstances under which they were made, not misleading.     (d) *Underwriting*. The Company shall advise all Holders of the underwriter for theUnderwritten Offering proposed under the IPO Registration Statement. The right of any suchHolder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusionof such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holdersproposing to distribute their Registrable Shares through such underwriting shall enter into anunderwriting agreement in customary form with the managing underwriter(s) selected for suchunderwriting and complete and execute any questionnaires, powers of attorney, indemnities, custodyagreements, securities escrow agreements and other documents reasonably required under the terms ofsuch underwriting, and furnish to the Company such information as the Company may reasonablyrequest in writing for inclusion in the Registration Statement; *provided*, *however*, that no Holdershall be required to make any representations or warranties to or agreements with the Company orthe underwriters other than representations, warranties or agreements regarding such Holder andsuch Holder’s intended method of distribution and any other representation required by law orreasonably requested by the underwriters. Notwithstanding any other provision of this Agreement,if the managing underwriter(s) determine(s) in good faith that marketing factors require alimitation on the number of shares to be included, then the managing underwriter(s) may excludeshares (including Registrable Shares) from the IPO Registration Statement and UnderwrittenOffering, and any shares included in such IPO Registration Statement and Underwritten Offeringshall be allocated *first*, to the Company, and *second*, to each of the Holders requesting inclusionof their Registrable Shares in such IPO Registration Statement (on a *pro rata*basis based on thetotal number of Registrable Shares then held by each such Holder who is requesting inclusion);*provided*, *however*, that the number of Registrable Shares to be included in the IPO RegistrationStatement shall not be reduced unless all other securities of the Company held by (i) officers,directors, other employees of the Company and consultants; and (ii) other holders of the Company’scapital stock with registration rights that are inferior (with respect to such reduction) to theregistration rights of the Holders set forth herein, are first entirely excluded from theunderwriting and registration; *provided*, *further*, *however*, that Holders of Registrable Shares shallbe permitted to include Registrable Shares comprising at least 25% of the total securities includedin the Underwritten Offering proposed under the IPO Registration Statement.          By electing to include the Registrable Shares in the IPO Registration Statement, the Holder ofsuch Registrable Shares shall be deemed to have agreed not to effect any public sale ordistribution of securities of the Company of the same or similar class or classes of the securitiesincluded in the IPO Registration Statement or any securities convertible into or exchangeable orexercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under theSecurities Act, during such periods as reasonably requested (but in no event for a period longerthan thirty (30) days prior to and one hundred eighty (180) days following the effective date ofthe IPO Registration Statement) by the representatives of the underwriters, if an UnderwrittenOffering, or by the Company in any other registration.          If any Holder disapproves of the terms of any such underwriting, such Holder may elect towithdraw therefrom by written notice to the Company and the managing underwriter(s),
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delivered at least ten (10) Business Days prior to the effective date of the IPO RegistrationStatement. Any Registrable Shares excluded or withdrawn from such underwriting shall be excludedand withdrawn from the registration.     (e) *Expenses*. The Company shall pay all Registration Expenses in connection with theregistration of the Registrable Shares pursuant to this Agreement. Each Holder participating in aregistration pursuant to this Section 2 shall bear such Holder’s proportionate share (based on thetotal number of Registrable Shares sold in such registration) of all discounts and commissionspayable to underwriters or brokers in connection with a registration of Registrable Shares pursuantto this Agreement.     (f) *Executive Bonuses*. If the Company does not file a Registration Statement registering theresale of the Accredited Investor Shares, the Rule 144A Shares, and the Regulation S Shares within120 days after the Closing Date, other than as a result of the Commission being unable to acceptsuch filings (a “*Registration Default*”), then, for each day the Registration Default continues,each of J. Michael Pearson, President, Chief Executive Officer and Chief Operating Officer and MarkR. Stauffer, Chief Financial Officer and Secretary, shall forfeit 1.0% of any bonus that wouldotherwise become payable to him in the 2007 fiscal year after the date of this Agreement (or towhich he became entitled as a result of performance during the 2007 fiscal year) but excluding anyamounts payable under the Transaction Bonus Agreements dated April 2, 2007, whether under anemployment agreement with the Company, a bonus plan or any other bonus arrangement, including anybonus compensation for which payment would otherwise be deferred until after 2007. No bonuses,compensation, awards, equity compensation or other amounts shall be payable or granted in lieu ofor to make such President, Chief Executive Officer and Chief Operating Officer or Chief FinancialOfficer and Secretary whole for any such forfeited bonuses.**3. Rules 144 and 144A Reporting**     With a view to making available the benefits of certain rules and regulations of theCommission that may at any time permit the sale of the Registrable Shares to the public withoutregistration, the Company agrees to:     (a) use commercially reasonable efforts to make and keep public information available, asthose terms are understood and defined in Rule 144 under the Securities Act, at all times after theeffective date of the first registration statement under the Securities Act filed by the Companyfor an offering of its securities to the general public;     (b) use commercially reasonable efforts to file with the Commission in a timely manner allreports and other documents required to be filed by the Company under the Securities Act and theExchange Act (at any time after it has become subject to such reporting requirements);     (c) so long as a Holder owns any Registrable Shares, if the Company is not required to filereports and other documents under the Securities Act and the Exchange Act, it will make availableother information as required by, and so long as necessary to permit sales of Registrable
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Shares pursuant to, Rule 144A and, commencing at such time as sales are permitted under Rule 144,Rule 144, and in any event shall make available (either by mailing a copy thereof, by posting onthe Company’s website, or by press release) to each Holder a copy of:     (i) the Company’s annual consolidated financial statements (including at least balancesheets, statements of profit and loss, statements of stockholders’ equity and statements ofcash flows) prepared in accordance with generally accepted accounting principles in theU.S., accompanied by an audit report of the Company’s independent accountants, no later thanninety (90) days after the end of each fiscal year of the Company; and     (ii) the Company’s unaudited quarterly financial statements (including at least balancesheets, statements of profit and loss, statements of stockholders’ equity and statements ofcash flows) prepared in a manner substantially consistent with the preparation of theCompany’s annual financial statements, no later than forty-five (45) days after the end ofeach fiscal quarter of the Company;The Company shall hold, a reasonable time after the availability of such financial statements andupon reasonable notice to the Holders and FBR (either by mail, by posting on the Company’s website,or by press release), a quarterly investor conference call to discuss such financial statements,which call will also include an opportunity for the Holders to ask questions of management withregard to such financial statements, and will also cooperate with, and make management reasonablyavailable to, FBR personnel in connection with making Company information available to investors;and     (d) at any time after it has become subject to the reporting requirements of the Exchange Act,so long as a Holder owns any Registrable Shares, to furnish to the Holder promptly upon request (i)a written statement by the Company as to its compliance with the reporting requirements of Rule 144(at any time after ninety (90) days after the effective date of the first registration statementfiled by the Company for an offering of its securities to the general public), and of theSecurities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report ofthe Company, and (iii) such other reports and documents of the Company, and take such furtheractions, as a Holder may reasonably request in availing itself of any rule or regulation of theCommission allowing a Holder to sell any such Registrable Shares without registration.**4.*****Registration Procedures***     In connection with the obligations of the Company with respect to any registration pursuant tothis Agreement, the Company shall use its commercially reasonable efforts to effect or cause to beeffected the registration of the Registrable Shares under the Securities Act to permit the sale ofsuch Registrable Shares by the Holder or Holders in accordance with the Holder’s or Holders’intended method or methods of distribution, and the Company shall:     (a) notify FBR and Selling Holders’ Counsel, in writing, at least ten (10) Business Days priorto filing a Registration Statement, of its intention to file a Registration Statement with
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the Commission and, at least five (5) Business Days prior to filing, provide a copy of theRegistration Statement to FBR, its counsel and Selling Holders’ Counsel for review and comment;prepare and file with the Commission, as specified in this Agreement, a Registration Statement(s),which Registration Statement(s) shall (x) comply as to form in all material respects with therequirements of the applicable form and include all financial statements required by the Commissionto be filed therewith and (y) be reasonably acceptable to FBR, its counsel and Selling Holders’Counsel; notify FBR and Selling Holders’ Counsel in writing, at least five (5) Business Days priorto filing of any amendment or supplement to such Registration Statement and, at least three (3)Business Days prior to filing, provide a copy of such amendment or supplement to FBR, its counseland Selling Holders’ Counsel for review and comment; promptly following receipt from theCommission, provide to FBR, its counsel and Selling Holders’ Counsel copies of any comments made bythe staff of the Commission relating to such Registration Statement and of the Company’s responsesthereto for review and comment; and use its commercially reasonable efforts to cause suchRegistration Statement to become effective as soon as practicable after filing and to remaineffective, subject to Section 5 hereof, until the earlier of (i) such time as all RegistrableShares covered thereby have been sold in accordance with the intended distribution of suchRegistrable Shares, (ii) there are no Registrable Shares outstanding or (iii) the secondanniversary of the initial effective date of such Registration Statement (subject to extension asprovided in Section 5(c) hereof); *provided, however,*that the Company shall not be required tocause the IPO Registration Statement to remain effective for any period longer than ninety (90)days following the effective date of the IPO Registration Statement (subject to extension asprovided in Section 5(c) hereof); *provided*, *further*, that if the Company has an effective ShelfRegistration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 orsuch other short-form registration statement form under the Securities Act, the Company may, upontwenty (20) Business Days prior written notice to all Holders, register any Registrable Sharesregistered but not yet distributed under the effective Shelf Registration Statement on such ashort-form Shelf Registration Statement and, once the short-form Shelf Registration Statement isdeclared effective, de-register such shares under the previous Registration Statement or transferthe filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, ifapplicable) unless any Holder registered under the initial Shelf Registration Statement notifiesthe Company within fifteen (15) Business Days of receipt of the Company notice that such aregistration under a new Registration Statement and de-registration of the initial ShelfRegistration Statement would interfere with its distribution of Registrable Shares already inprogress;     (b) subject to Section 4(i) hereof, (i) prepare and file with the Commission such amendmentsand post-effective amendments to each such Registration Statement as may be necessary to keep suchRegistration Statement effective for the period described in Section 4(a) hereof; (ii) cause eachProspectus contained therein to be supplemented by any required Prospectus supplement, and as sosupplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under theSecurities Act; and (iii) comply with the provisions of the Securities Act with respect to thedisposition of all securities covered by each Registration Statement during the applicable periodin accordance with the intended method or methods of distribution by the selling Holders thereof;     (c) furnish to the Holders, without charge, as many copies of each Prospectus, including eachpreliminary Prospectus, and any amendment or supplement thereto and such other
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documents as such Holder may reasonably request, in order to facilitate the public sale or otherdisposition of the Registrable Shares; the Company consents to the use of such Prospectus,including each preliminary Prospectus, by the Holders, if any, in connection with the offering andsale of the Registrable Shares covered by any such Prospectus;     (d) use its commercially reasonable efforts to register or qualify, or obtain exemption fromregistration or qualification for, all Registrable Shares by the time the applicable RegistrationStatement is declared effective by the Commission under all applicable state securities or “bluesky” laws of such jurisdictions as FBR or any Holder of Registrable Shares covered by aRegistration Statement shall reasonably request in writing, keep each such registration orqualification or exemption effective during the period such Registration Statement is required tobe kept effective pursuant to Section 4(a) and do any and all other acts and things that may bereasonably necessary to enable such Holder to consummate the disposition in each such jurisdictionof such Registrable Shares owned by such Holder; *provided, however,*that the Company shall not berequired to (i) qualify generally to do business in any jurisdiction or to register as a broker ordealer in such jurisdiction where it would not otherwise be required to qualify but for thisSection 4(d) and except as may be required by the Securities Act, (ii) subject itself to taxationin any such jurisdiction, or (iii) submit to the general service of process in any suchjurisdiction;     (e) use its commercially reasonable efforts to cause all Registrable Shares covered by suchRegistration Statement to be registered and approved by such other governmental agencies orauthorities as may be necessary to enable the Holders thereof to consummate the disposition of suchRegistrable Shares;     (f) (i) notify FBR and each Holder promptly and, if requested by FBR or any Holder, confirmsuch advice in writing (1) when a Registration Statement has become effective and when anypost-effective amendments and supplements thereto become effective, (2) of the issuance by theCommission or any state securities authority of any stop order suspending the effectiveness of aRegistration Statement or the initiation of any proceedings for that purpose, (3) of any request bythe Commission or any other federal, state or foreign governmental authority for (A) amendments orsupplements to a Registration Statement or related Prospectus or (B) additional information and (4)of the happening of any event during the period a Registration Statement is effective as a resultof which such Registration Statement or the related Prospectus or any document incorporated byreference therein contains any untrue statement of a material fact or omits to state any materialfact required to be stated therein or necessary to make the statements therein not misleading(which information shall be accompanied by an instruction to suspend the use of the Prospectusuntil the requisite changes have been made) and (ii) at the request of any such Holder, promptly tofurnish to such Holder a reasonable number of copies of a supplement to or an amendment of suchProspectus as may be necessary so that, as thereafter delivered to the purchaser of suchsecurities, such Prospectus shall not include an untrue statement of a material fact or omit tostate a material fact required to be stated therein or necessary to make the statements therein notmisleading;     (g) except as provided in Section 5, make every reasonable effort to avoid the issuance of, orif issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectivenessof a Registration Statement or suspending of the qualification (or exemption from
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qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly aspracticable;     (h) upon written request, furnish to each requesting Holder of Registrable Shares, withoutcharge, at least one conformed copy of each Registration Statement and any post-effective amendmentor supplement thereto (without documents incorporated therein by reference or exhibits thereto,unless requested);     (i) except as provided in Section 5, upon the occurrence of any event contemplated by Section4(f)(i)(4) hereof, use its commercially reasonable efforts to promptly prepare a supplement orpost-effective amendment to a Registration Statement or the related Prospectus or any documentincorporated therein by reference or file any other required document so that, as thereafterdelivered to the purchasers of the Registrable Shares, such Prospectus will not contain any untruestatement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein, in the light of the circumstances under which they weremade, not misleading;     (j) if requested by the representative of the underwriters, if any, or any Holders ofRegistrable Shares being sold in connection with such offering, (i) promptly incorporate in aProspectus supplement or post-effective amendment such information as the representative of theunderwriters, if any, or such Holders indicate relates to them or that they reasonably request beincluded therein and (ii) make all required filings of such Prospectus supplement or suchpost-effective amendment as soon as practicable after the Company has received notification of thematters to be incorporated in such Prospectus supplement or post-effective amendment; *provided,however,*that the Company shall not be required to prepare or file a Prospectus supplement or posteffective amendment to name additional selling stockholders therein more than once in any thirty(30) day period;     (k) in the case of an Underwritten Offering, use its commercially reasonable efforts tofurnish to the underwriters a signed counterpart, addressed to the underwriters, of: (i) an opinionof counsel for the Company, dated the date of each closing under the underwriting agreement,reasonably satisfactory to the underwriters; and (ii) a “comfort” letter, dated the effective dateof such Registration Statement and the date of each closing under the underwriting agreement,signed by the independent public accountants who have certified the Company’s financial statementsincluded in such Registration Statement, covering substantially the same matters with respect tosuch Registration Statement (and the Prospectus included therein) and with respect to eventssubsequent to the date of such financial statements, as are customarily covered in accountants’letters delivered to underwriters in underwritten public offerings of securities and such otherfinancial matters as the underwriters may reasonably request;     (l) enter into customary agreements (including in the case of an Underwritten Offering, anunderwriting agreement in customary form) and take all other action in connection therewith inorder to expedite or facilitate the distribution of the Registrable Shares included in suchRegistration Statement and, in the case of an Underwritten Offering, make representations andwarranties to the underwriters in such form and scope as are customarily made by issuers to
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underwriters in underwritten offerings and confirm the same to the extent customary if and whenrequested;     (m) make available for inspection by representatives of the Holders and the representative ofany underwriters participating in any disposition pursuant to a Registration Statement and anyspecial counsel or accountants retained by such Holders or underwriters, all financial and otherrecords, pertinent corporate documents and properties of the Company and cause the respectiveofficers, directors and employees of the Company to supply all information reasonably requested byany such representatives, the representative of the underwriters, counsel thereto or accountants inconnection with a Registration Statement; *provided, however,*that such records, documents orinformation that the Company determines, in good faith, to be confidential and notifies suchrepresentatives, representative of the underwriters, counsel thereto or accountants areconfidential shall not be disclosed by the representatives, representative of the underwriters,counsel thereto or accountants unless (i) the disclosure of such records, documents or informationis necessary to avoid or correct a misstatement or omission in a Registration Statement orProspectus, (ii) the release of such records, documents or information is ordered pursuant to asubpoena or other order from a court of competent jurisdiction, or (iii) such records, documents orinformation have been generally made available to the public;     (n) use its commercially reasonable efforts (including, without limitation, seeking to cureany deficiencies cited by the exchange or market in the Company’s listing or inclusion application)to list or include all Registrable Shares on the New York Stock Exchange or the Nasdaq GlobalMarket;     (o) prepare and file in a timely manner all documents and reports required by the Exchange Actand, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of theExchange Act expires prior to the expiration of the effectiveness period of the RegistrationStatement as required by Section 4(a) hereof, the Company shall register the Registrable Sharesunder the Exchange Act and shall maintain such registration through the effectiveness periodrequired by Section 4(a) hereof;     (p) provide a CUSIP number for all Registrable Shares, not later than the effective date ofthe Registration Statement;     (q) (i) otherwise use its commercially reasonable efforts to comply with all applicable rulesand regulations of the Commission, (ii) make generally available to its stockholders, as soon asreasonably practicable, earnings statements covering at least 12 months that satisfy the provisionsof Section 11(a) of the Securities Act and Rule 158 (or any similar rule promulgated under theSecurities Act) thereunder, but in no event later than ninety (90) days after the end of eachfiscal year of the Company and (iii) not file any Registration Statement or Prospectus or amendmentor supplement to such Registration Statement or Prospectus to which any Holder of RegistrableShares covered by any Registration Statement shall have reasonably objected on the grounds thatsuch Registration Statement or Prospectus or amendment or supplement does not comply in allmaterial respects with the requirements of the Securities Act, such Holder having been furnishedwith a copy thereof at least two (2) Business Days prior to the filing thereof;
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     (r) provide and cause to be maintained a registrar and transfer agent for all RegistrableShares covered by any Registration Statement from and after a date not later than the effectivedate of such Registration Statement;     (s) in connection with any sale or transfer of the Registrable Shares (whether or not pursuantto a Registration Statement) that will result in the securities being delivered no longer beingRegistrable Shares, cooperate with the Holders and the representative of the underwriters, if any,to facilitate the timely preparation and delivery of certificates representing the RegistrableShares to be sold, which certificates shall not bear any restrictive transfer legends and to enablesuch Registrable Shares to be in such denominations and registered in such names as therepresentative of the underwriters, if any, or the Holders may request at least two (2) BusinessDays prior to any sale of the Registrable Shares;     (t) in connection with the initial filing of a Shelf Registration Statement and each amendmentthereto with the Commission pursuant to Section 2(a) hereof, cooperate with FBR in connection withthe filing with the NASD of all forms and information required or requested by the NASD in order toobtain written confirmation from the NASD that the NASD does not object to the fairness andreasonableness of the underwriting terms and arrangements (or any deemed underwriting terms andarrangements) (each such written confirmation, a “*No Objections Letter*”) relating to the resale ofRegistrable Shares pursuant to the Shelf Registration Statement, including, without limitation,information provided to the NASD through its COBRADesk system, and pay all reasonable costs, feesand expenses incident to the NASD’s review of the Shelf Registration Statement and the relatedunderwriting terms and arrangements, including, without limitation, all filing fees associated withany filings or submissions to the NASD and the legal expenses, filing fees and other disbursementsof FBR and any other NASD member that is the holder of, or is affiliated or associated with anowner of, Registrable Shares included in the Shelf Registration Statement (including in connectionwith any initial or subsequent member filing);     (u) in connection with the initial filing of a Shelf Registration Statement and each amendmentthereto with the Commission pursuant to Section 2(a) hereof, provide to FBR and itsrepresentatives, the opportunity to conduct due diligence, including, without limitation, aninquiry of the Company’s financial and other records, and make available members of its managementfor questions regarding information which FBR may request in order to fulfill any due diligenceobligation on its part; and     (v) upon effectiveness of the first Registration Statement filed under this Agreement, takesuch actions and make such filings as are necessary to effect the registration of the Common Stockunder the Exchange Act simultaneously with or immediately following the effectiveness of theRegistration Statement.     The Company may require the Holders to furnish to the Company such information regarding theproposed distribution by such Holder of such Registrable Shares as the Company may from time totime reasonably request in writing or as shall be required to effect the registration of theRegistrable Shares, and no Holder shall be entitled to be named as a selling stockholder in anyRegistration Statement and no Holder shall be entitled to use the Prospectus forming a part thereofif such Holder does not provide such information to the Company. Each Holder further
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agrees to furnish promptly to the Company in writing all information required from time to time tomake the information previously furnished by such Holder not misleading.     Each Holder agrees that, upon receipt of any notice from the Company of the happening of anyevent of the kind described in Section 4(f)(i)(3)(A) or 4(f)(i)(4) hereof, such Holder willimmediately discontinue disposition of Registrable Shares pursuant to a Registration Statementuntil such Holder’s receipt of the copies of the supplemented or amended Prospectus. If sodirected by the Company, such Holder will deliver to the Company (at the expense of the Company)all copies in its possession, other than permanent file copies then in such Holder’s possession, ofthe Prospectus covering such Registrable Shares current at the time of receipt of such notice.**5.*****Black-Out Period***     (a) Subject to the provisions of this Section 5 and a good faith determination by a majorityof the independent members of the board of directors of the Company (the “*Board of Directors*”) thatit is in the best interests of the Company to suspend the use of the Registration Statement,following the effectiveness of a Registration Statement (and the filings with any international,federal or state securities commissions), the Company, by written notice to FBR and the Holders,may direct the Holders to suspend sales of the Registrable Shares pursuant to a RegistrationStatement for such times as the Company reasonably may determine is necessary and advisable (but inno event for more than an aggregate of ninety (90) days in any rolling twelve (12) month periodcommencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period,except as a result of a review of any post effective amendment by the Commission prior to declaringany post effective amendment to the Registration Statement effective; *provided*the Company has usedall commercially reasonable efforts to cause such post effective amendment to be declaredeffective), if any of the following events shall occur: (i) the representative of the underwritersof an Underwritten Offering of primary shares by the Company has advised the Company that the saleof Registrable Shares pursuant to the Registration Statement would have a material adverse effecton the Company’s primary offering; (ii) the majority of the independent members of the Board ofDirectors of the Company shall have determined in good faith that (A) the offer or sale of anyRegistrable Shares would materially impede, delay or interfere with any proposed financing, offeror sale of securities, acquisition, merger, tender offer, business combination, corporatereorganization or other significant transaction involving the Company, (B) after the advice ofcounsel, the sale of Registrable Shares pursuant to the Registration Statement would requiredisclosure of non-public material information not otherwise required to be disclosed underapplicable law, and (C) (x) the Company has a bona fide business purpose for preserving theconfidentiality of such transaction or information, (y) disclosure would have a material adverseeffect on the Company or the Company’s ability to consummate such transaction, or (z) renders theCompany unable to comply with Commission requirements, in each case under circumstances that wouldmake it impractical or inadvisable to cause the Registration Statement (or such filings) to becomeeffective or to promptly amend or supplement the Registration Statement on a post-effective basis,as applicable; or (iii) the majority of the independent members of the Board of Directors of theCompany shall have determined in good faith, after the advice of counsel, that it is required bylaw, rule or regulation or that it is in the best interests of the
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Company to supplement the Registration Statement or file a post-effective amendment to theRegistration Statement in order to incorporate information into the Registration Statement for thepurpose of (1) including in the Registration Statement any prospectus required under Section10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the RegistrationStatement any facts or events arising after the effective date of the Registration Statement (or ofthe most recent post-effective amendment) that, individually or in the aggregate, represents afundamental change in the information set forth therein; or (3) including in the prospectusincluded in the Registration Statement any material information with respect to the plan ofdistribution not disclosed in the Registration Statement or any material change to suchinformation. Upon the occurrence of any such suspension, the Company shall use commerciallyreasonable efforts to cause the Registration Statement to become effective or to promptly amend orsupplement the Registration Statement on a post-effective basis or to take such action as isnecessary to make resumed use of the Registration Statement compatible with the Company’s bestinterests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares assoon as possible.     (b) In the case of an event that causes the Company to suspend the use of a RegistrationStatement (a “*Suspension Event*”), the Company shall give written notice (a “*Suspension Notice*”) toFBR and the Holders to suspend sales of the Registrable Shares and such notice shall stategenerally the basis for the notice and that such suspension shall continue only for so long as theSuspension Event or its effect is continuing and the Company is using commercially reasonableefforts and taking all reasonable steps to terminate suspension of the use of the RegistrationStatement as promptly as possible. The Holders shall not effect any sales of the RegistrableShares pursuant to such Registration Statement (or such filings) at any time after it has receiveda Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (asdefined below). If so directed by the Company, each Holder will deliver to the Company (at theexpense of the Company) all copies other than permanent file copies then in such Holder’spossession of the Prospectus covering the Registrable Shares at the time of receipt of theSuspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuantto the Registration Statement (or such filings) following further notice to such effect (an “*End ofSuspension Notice*”) from the Company, which End of Suspension Notice shall be given by the Companyto the Holders and FBR in the manner described above promptly following the conclusion of anySuspension Event and its effect.     (c) Notwithstanding any provision herein to the contrary, if the Company shall give aSuspension Notice pursuant to this Section 5, the Company agrees that it shall extend the period oftime during which the applicable Registration Statement shall be maintained effective pursuant tothis Agreement by the number of days during the period from the date of receipt by the Holders ofthe Suspension Notice to and including the date of receipt by the Holders of the End of SuspensionNotice and copies of the supplemented or amended Prospectus necessary to resume sales.**6.*****Indemnification and Contribution***     (a) The Company agrees to indemnify and hold harmless (i) each Holder of Registrable Sharesand any underwriter (as determined in the Securities Act) for such Holder (including, if
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applicable, FBR), (ii) each Person, if any, who controls (within the meaning of Section 15 of theSecurities Act or Section 20(a) of the Exchange Act) any such Person described in clause (i) (anyof the Persons referred to in this clause (ii) being hereinafter referred to as a “*ControllingPerson*”), and (iii) the respective officers, directors, partners, employees, representatives andagents of any such Person or any Controlling Person (any Person referred to in clause (i), (ii) or(iii) above may hereinafter be referred to as a “*Purchaser Indemnitee*”), to the fullest extentlawful, from and against any and all losses, claims, damages, judgments, actions, out-of-pocketexpenses, and other liabilities (the “*Liabilities*”), including without limitation and as incurred,reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claimor action, or any investigation or proceeding by any governmental agency or body, commenced orthreatened, including the reasonable fees and expenses of counsel to any Purchaser Indemnitee,joint or several, directly or indirectly related to, based upon, arising out of or in connectionwith any untrue statement or alleged untrue statement of a material fact contained in anyRegistration Statement (or any amendment thereto), any Prospectus (or any amendment or supplementthereto) or any Issuer Free Writing Prospectus prepared by the Company (or any amendment orsupplement thereto), or any preliminary Prospectus or any other document used to sell the Shares,or any omission or alleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein, in light of the circumstances under which they weremade, not misleading, except insofar as such Liabilities arise out of or are based upon any untruestatement or omission or alleged untrue statement or omission made in reliance upon and inconformity with information relating to any Purchaser Indemnitee furnished to the Company or anyunderwriter in writing by such Purchaser Indemnitee expressly for use therein. The Company shallnotify the Holders promptly of the institution, threat or assertion of any claim, proceeding(including any governmental investigation), or litigation of which it shall have become aware inconnection with the matters addressed by this Agreement which involves the Company or a PurchaserIndemnitee. The indemnity provided for herein shall remain in full force and effect regardless ofany investigation made by or on behalf of any Purchaser Indemnitee.     (b) In connection with any Registration Statement in which a Holder of Registrable Shares isparticipating, such Holder agrees, severally and not jointly, to indemnify and hold harmless theCompany, each Person who controls the Company within the meaning of Section 15 of the SecuritiesAct or Section 20(a) of the Exchange Act and the respective partners, directors, officers, members,representatives, employees and agents of such Person or Controlling Person to the same extent asthe foregoing indemnity from the Company to each Purchaser Indemnitee, but only with reference tountrue statements or omissions or alleged untrue statements or omissions made in reliance upon andin strict conformity with information relating to such Holder furnished to the Company in writingby such Holder expressly for use in such Registration Statement (or any amendment thereto),Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus (or anyamendment or supplement thereto) or any preliminary Prospectus. Absent gross negligence or willfulmisconduct, the liability of any Holder pursuant to this paragraph shall in no event exceed the netproceeds received by such Holder from sales of Registrable Shares pursuant to such RegistrationStatement (or any amendment thereto), Prospectus (or any amendment or supplement thereto), IssuerFree Writing Prospectus (or any amendment or supplement thereto) or any preliminary Prospectus**.**
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     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),claim or demand shall be brought or asserted against any Person in respect of which indemnity maybe sought pursuant to paragraph (a) or (b) above, such Person (the “*Indemnified Party*”) shallpromptly notify the Person against whom such indemnity may be sought (the “*Indemnifying Party*”) inwriting of the commencement thereof (but the failure to so notify an Indemnifying Party shall notrelieve it from any liability which it may have under this Section 6, except to the extent theIndemnifying Party is materially prejudiced by the failure to give notice), and the IndemnifyingParty, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to theIndemnified Party to represent the Indemnified Party and any others the Indemnifying Party mayreasonably designate in such proceeding and shall pay the reasonable fees and expenses actuallyincurred by such counsel related to such proceeding. Notwithstanding the foregoing, in any suchproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees andexpenses of such counsel shall be at the expense of such Indemnified Party, unless (i) theIndemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary,(ii) the Indemnifying Party failed within a reasonable time after notice of commencement of theaction to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party,(iii) the Indemnifying Party and its counsel do not actively and vigorously pursue the defense ofsuch action or (iv) the named parties to any such action (including any impleaded parties) includeboth such Indemnified Party and Indemnifying Party, or any Affiliate of the Indemnifying Party, andsuch Indemnified Party shall have been reasonably advised by counsel that, either (x) there may beone or more legal defenses available to it which are different from or additional to thoseavailable to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflictmay exist between such Indemnified Party and the Indemnifying Party or such Affiliate of theIndemnifying Party (in which case the Indemnifying Party shall not have the right to assume nordirect the defense of such action on behalf of such Indemnified Party; it being understood,however, that the Indemnifying Party shall not, in connection with any one such action or separatebut substantially similar or related actions in the same jurisdiction arising out of the samegeneral allegations or circumstances, be liable for the fees and expenses of more than one separatefirm of attorneys (in addition to any local counsel) for all such Indemnified Parties, which firmshall be designated in writing by those Indemnified Parties who sold a majority of the RegistrableShares sold by all such Indemnified Parties and any such separate firm for the Company, thedirectors, the officers and such control Persons of the Company as shall be designated in writingby the Company). The Indemnifying Party shall not be liable for any settlement of any proceedingeffected without its written consent, which consent shall not be unreasonably withheld, but ifsettled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Partyagrees to indemnify any Indemnified Party from and against any loss or liability by reason of suchsettlement or judgment. No Indemnifying Party shall, without the prior written consent of theIndemnified Party, effect any settlement of any pending or threatened proceeding in respect ofwhich any Indemnified Party is or could have been a party and indemnity could have been soughthereunder by such Indemnified Party, unless such settlement includes an unconditional release ofsuch Indemnified Party from all liability on claims that are the subject matter of such proceeding.     (d) If the indemnification provided for in paragraphs (a) and (b) of this Section 6 is for anyreason held to be unavailable to an Indemnified Party in respect of any Liabilities referred totherein (other than by reason of the exceptions provided therein) or is insufficient to holdharmless
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a party indemnified thereunder, then each Indemnifying Party under such paragraphs, in lieu ofindemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable bysuch Indemnified Party as a result of such Liabilities (i) in such proportion as is appropriate toreflect the relative benefits of the Indemnified Party on the one hand and the IndemnifyingParty(ies) on the other in connection with the statements or omissions that resulted in suchLiabilities, or (ii) if the allocation provided by clause (i) above is not permitted by applicablelaw, in such proportion as is appropriate to reflect not only the relative benefits referred to inclause (i) above but also the relative fault of the Indemnifying Party(ies) and the IndemnifiedParty, as well as any other relevant equitable considerations. The relative fault of the Companyon the one hand and any Purchaser Indemnitees on the other shall be determined by reference to,among other things, whether the untrue or alleged untrue statement of a material fact or theomission or alleged omission to state a material fact relates to information supplied by theCompany or by such Purchaser Indemnitees and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission.     (e) The parties agree that it would not be just and equitable if contribution pursuant to thisSection 6 were determined by *pro rata*allocation (even if such Indemnified Parties were treated asone entity for such purpose), or by any other method of allocation that does not take account ofthe equitable considerations referred to in paragraph 6(d) above. The amount paid or payable by anIndemnified Party as a result of any Liabilities referred to paragraph 6(d) shall be deemed toinclude, subject to the limitations set forth above, any reasonable legal or other expensesactually incurred by such Indemnified Party in connection with investigating or defending any suchaction or claim. Notwithstanding the provisions of this Section 6, in no event shall a PurchaserIndemnitee be required to contribute any amount in excess of the amount by which the net proceedsreceived by such Purchaser Indemnitee from sales of Registrable Shares exceeds the amount of anydamages that such Purchaser Indemnitee has otherwise been required to pay by reason of such untrueor alleged untrue statement or omission or alleged omission. For purposes of this Section 6, eachPerson, if any, who controls (within the meaning of Section 15 of the Securities Act or Section20(a) of the Exchange Act) FBR or a Holder of Registrable Shares shall have the same rights tocontribution as FBR or such Holder, as the case may be, and each Person, if any, who controls(within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) theCompany, and each officer, director, partner, employee, representative, agent or manager of theCompany shall have the same rights to contribution as the Company. Any party entitled tocontribution will, promptly after receipt of notice of commencement of any action, suit orproceeding against such party in respect of which a claim for contribution may be made againstanother party or parties, notify each party or parties from whom contribution may be sought, butthe omission to so notify such party or parties shall not relieve the party or parties from whomcontribution may be sought from any obligation it or they may have under this Section 6 orotherwise, except to the extent that any party is materially prejudiced by the failure to givenotice. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) shall be entitled to contribution from any Person who was not guilty of suchfraudulent misrepresentation.     (f) The indemnity and contribution agreements contained in this Section 6 will be in additionto any liability which the Indemnifying Parties may otherwise have to the Indemnified Partiesreferred to above. The Purchaser Indemnitee’s obligations to contribute pursuant to this
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Section 6 are several in proportion to the respective number of Shares sold by each of thePurchaser Indemnitees hereunder and not joint.**7.*****Market Stand-off Agreement***     Each Holder hereby agrees that it shall not, to the extent requested by the Company or anunderwriter of securities of the Company, directly or indirectly sell, offer to sell (includingwithout limitation any short sale), grant any option or otherwise transfer or dispose of anyRegistrable Shares or other shares of Common Stock of the Company or any securities convertibleinto or exchangeable or exercisable for shares of Common Stock of the Company then owned by suchHolder (other than to donees or partners of the Holder who agree to be similarly bound) for aperiod of sixty (60) days following the effective date of an IPO Registration Statement of theCompany filed under the Securities Act; *provided*, *however*, that:     (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPORegistration Statement;     (b) all executive officers and directors of the Company then holding shares of Common Stock ofthe Company or securities convertible into or exchangeable or exercisable for shares of CommonStock of the Company enter into agreements that are no less restrictive;     (c) the Holders shall be allowed any concession or proportionate release allowed to anyofficer or director that entered into agreements that are no less restrictive (with such proportionbeing determined by dividing the number of shares being released with respect to such officer ordirector by the total number of issued and outstanding shares held by such officer or director);*provided*, that nothing in this Section 7(c) shall be construed as a right to proportionate releasefor the executive officers and directors of the Company upon the expiration of the sixty (60) dayperiod applicable to all Holders other than the executive officers and directors of the Company;and     (d) this Section 7 shall not be applicable if a Shelf Registration Statement of the Companyfiled under the Securities Act has been declared effective prior to the filing of an IPORegistration Statement.     In order to enforce the foregoing covenant, the Company shall have the right to placerestrictive legends on the certificates representing the securities subject to this Section 7 andto impose stop transfer instructions with respect to the Registrable Shares and such othersecurities of each Holder (and the securities of every other Person subject to the foregoingrestriction) until the end of such period.**8.*****Termination of the Company’s Obligation***     The Company shall have no obligation pursuant to this Agreement with respect to anyRegistrable Shares proposed to be sold by a Holder in a registration pursuant to this Agreement if,
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in the opinion of counsel to the Company, all such Registrable Shares proposed to be sold by aHolder may be sold in a three month period without registration under the Securities Act pursuantto Rule 144 under the Securities Act.**9.*****Limitations on Subsequent Registration Rights***     From and after the date of this Agreement, the Company shall not, without the prior writtenconsent of Holders beneficially owning not less than a majority of the then outstanding RegistrableShares (*provided, however*, that for purposes of this Section 9, Registrable Shares that are owned,directly or indirectly, by an Affiliate of the Company shall not be deemed to be outstanding),enter into any agreement with any holder or prospective holder of any securities of the Companythat would allow such holder or prospective holder (a) to include such securities in anyRegistration Statement filed pursuant to the terms hereof, unless, under the terms of suchagreement, such holder or prospective holder may include such securities in any such registrationonly to the extent that the inclusion of its securities will not reduce the amount of RegistrableShares of the Holders that is included, or (b) to have its securities registered on a registrationstatement that could be declared effective prior to, or within one hundred eighty (180) days of,the effective date of any Registration Statement filed pursuant to this Agreement.**10.*****Miscellaneous***     (a) *Remedies*. In the event of a breach by the Company of any of its obligations under thisAgreement, each Holder, in addition to being entitled to exercise all rights provided herein or, inthe case of FBR, in the Purchase/Placement Agreement, or granted by law, including recovery ofdamages, will be entitled to specific performance of its rights under this Agreement. Subject toSection 6, the Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of any of the provisions of this Agreement and hereby furtheragree that, in the event of any action for specific performance in respect of such breach, it shallwaive the defense that a remedy at law would be adequate.     (b) *Amendments and Waivers*. The provisions of this Agreement, including the provisions ofthis sentence, may not be amended, modified or supplemented, and waivers or consents to ordepartures from the provisions hereof may not be given, without the written consent of the Companyand Holders beneficially owning not less than a majority of the then outstanding RegistrableShares; *provided, however,*that for purposes of this Section 10(b), Registrable Shares that areowned, directly or indirectly, by an Affiliate of the Company shall not be deemed to beoutstanding. No amendment shall be deemed effective unless it applies uniformly to all Holders.Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof withrespect to a matter that relates exclusively to the rights of a Holder whose securities are beingsold pursuant to a Registration Statement and that does not directly or indirectly affect, impair,limit or compromise the rights of other Holders may be given by such Holder; *provided*that theprovisions of this sentence may not be amended, modified or supplemented except in accordance withthe provisions of the immediately preceding sentence.
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     (c) *Notices*. All notices and other communications, provided for or permitted hereunder, shallbe made in writing and delivered by facsimile (with receipt confirmed), overnight courier orregistered or certified mail, return receipt requested, or by telegram:     (i) if to a Holder, at the most current address given by the transfer agent andregistrar of the Shares to the Company; and     (ii) if to the Company, at the offices of the Company at 12550 Fuqua Street, Houston,Texas 77034, Attention: Chief Financial Officer**;**(facsimile: 713-852-6350); with a copy toVinson & Elkins L.L.P., The Terrace 7, 2801 Via Fortuna, Suite 100, Austin, Texas 78746,Attention Kyle K. Fox (facsimile: 512-236-3340).     (iii) if to FBR, at the offices of FBR at 1001 Nineteenth Street North, Arlington,Virginia 22209, Attention: William Ginivan, Esq. (facsimile 703-469-1140); with a copy(which shall not constitute notice) to Nelson Mullins Riley & Scarborough LLP, 101Constitution Avenue, N.W., Suite 900, Washington, D.C. 20001, Attention: Jonathan H.Talcott, Esq. (facsimile 202-712-2856).     (d) *Successors and Assigns*. This Agreement shall inure to the benefit of and be binding uponthe successors and assigns of each of the parties hereto, including, without limitation and withoutthe need for an express assignment or assumption, subsequent Holders. The Company agrees that theHolders shall be third party beneficiaries to the agreements made hereunder by FBR and the Company,and each Holder shall have the right to enforce such agreements directly to the extent it deemssuch enforcement necessary or advisable to protect its rights hereunder; *provided, however*, thatsuch Holder fulfills all of its obligations hereunder.     (e) *Counterparts*. This Agreement may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the same agreement.     (f) *Headings*. The headings in this Agreement are for convenience of reference only and shallnot limit or otherwise affect the meaning hereof.     (g) ***Governing Law*****. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEWYORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBYIRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF NEW YORK OR ANY FEDERALCOURT SITTING IN NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY ANDUNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLYWAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT ITMAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR**
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**PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHTIN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.**     (h) *Severability*. If any term, provision, covenant or restriction of this Agreement is heldby a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainderof the terms, provisions, covenants and restrictions set forth herein shall remain in full forceand effect and shall in no way be affected, impaired or invalidated, and the parties hereto shalluse their commercially reasonable efforts to find and employ an alternative means to achieve thesame or substantially the same result as that contemplated by such term, provision, covenant orrestriction. It is hereby stipulated and declared to be the intention of the parties hereto thatthey would have executed the remaining terms, provisions, covenants and restrictions withoutincluding any of such that may be hereafter declared invalid, illegal, void or unenforceable.     (i) *Entire Agreement*. This Agreement, together with the Purchase/Placement Agreement, isintended by the parties hereto as a final expression of their agreement, and is intended to be acomplete and exclusive statement of the agreement and understanding of the parties hereto inrespect of the subject matter contained herein and therein.     (j) *Registrable Shares Held by the Company or its Affiliates*. Whenever the consent orapproval of Holders of a specified percentage of Registrable Shares is required hereunder,Registrable Shares held by the Company or its Affiliates shall not be counted in determiningwhether such consent or approval was given by the Holders of such required percentage.     (k) *Adjustment for Stock Splits, etc.*Wherever in this Agreement there is a reference to aspecific number of shares, then upon the occurrence of any subdivision, combination, or stockdividend of such shares, the specific number of shares so referenced in this Agreement shallautomatically be proportionally adjusted to reflect the effect on the outstanding shares of suchclass or series of stock by such subdivision, combination, or stock dividend.     (l) *Survival*. This Agreement is intended to survive the consummation of the transactionscontemplated by the Purchase/Placement Agreement. The indemnification and contribution obligationsunder Section 6 of this Agreement shall survive the termination of the Company’s obligations underSection 2 of this Agreement.     (m) *Attorneys’ Fees*. In any action or proceeding brought to enforce any provision of thisAgreement, or where any provision hereof is validly asserted as a defense, the prevailing party, asdetermined by the court, shall be entitled to recover its reasonable attorneys’ fees in addition toany other available remedy.*[Signature page follows]*
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     **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first abovewritten.      ORION MARINE GROUP, INC.