exv4w2






Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT



This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 4, 2010,
between AIR LEASE CORPORATION, a Delaware corporation (together with any successor entity thereto,
the “Company”), and FBR CAPITAL MARKETS & CO., a Delaware corporation, as the initial
purchaser/placement agent (“FBR”), for the benefit of FBR, the holders of the Company’s Class A
Common Stock, $0.01 par value per share, and Class B Non-Voting Common Stock, par value $0.01 per
share (“Common Stock”), as participants (“Participants”) in private placements by the Company of
shares of its Common Stock (or debt obligations of the Company convertible into the Company’s
Common Stock) consummated on or prior to the date hereof, pursuant to the Purchase/Placement
Agreement (as defined below), pursuant to the Warrants (as defined below), pursuant to the
Subscription Agreements (as defined below) or pursuant to the Convertible Notes (as defined below),
and the direct and indirect transferees of FBR and each of the Participants.



This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement
Agreement”), dated as of June 1, 2010, between the Company and FBR in connection with the purchase
and sale or placement of an aggregate of 40,500,000 shares of Common Stock (plus an additional
10,000,000 shares to cover additional allotments, if any). In order to induce FBR to enter into
the Purchase/Placement Agreement, the Company has agreed to provide the registration rights
provided for in this Agreement to FBR, the Participants, and their respective direct and indirect
transferees. The execution of this Agreement is a condition to the closing of the transactions
contemplated by the Purchase/Placement Agreement.



The parties hereby agree as follows:





	1.	 	Definitions




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



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



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



Agreement: As defined in the preamble.



Board of Directors: As defined in Section 3(b) hereof.




 









 




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



Closing Date: June 4, 2010 or such other time or such other date as FBR and the Company may agree.



Commission: The Securities and Exchange Commission.



Common Stock: As defined in the preamble.



Company: As defined in the preamble.



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



Convertible Notes: The convertible notes (and other debt obligations) issued by the Company on or
prior to the date hereof that are convertible into Common Stock of the Company.



CUSIP: Committee on Uniform Securities Identification Procedures.



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



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



FBR: As defined in the preamble.



FINRA: The Financial Industry Regulatory Authority, Inc., formerly the National Association of
Securities Dealers, Inc.



Holder : Each record owner of any Registrable Shares from time to time, including FBR and its
Affiliates to the extent FBR or any such Affiliate holds any Registrable Shares.



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



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



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



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



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



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



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




 









 




Other Placement Shares: Any shares of Common Stock issued by the Company on or prior to the date
hereof (including shares of Common Stock issuable upon the conversion of the Convertible Notes) in
a transaction exempt from registration under the Securities Act other than shares offered and sold
pursuant to the Purchase/Placement Agreement.



Participants: As defined in the preamble.



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



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



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



Purchase/Placement Agreement: As defined in the preamble.



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



Registrable Shares: The Rule 144A Shares, the Accredited Investor Shares, the Regulation S Shares,
the Warrant Shares and the Other Placement Shares, upon original issuance thereof, and at all times
subsequent thereto, including upon the transfer thereof by the original holder or any subsequent
holder and any shares or other securities issued in respect of such Registrable Shares by reason of
or in connection with any stock dividend, stock distribution, stock split, purchase in any rights
offering or in connection with any exchange for or replacement of such Registrable Shares or any
combination of shares, recapitalization, merger or consolidation, or any other equity securities
issued pursuant to any other pro rata distribution with respect to the Common Stock, until, in the
case of any such Rule 144A Share, Accredited Investor Share, Regulation S Share, Warrant Share or
Other Placement Share, the earliest to occur of (i) the date on which the resale of such share has
been registered pursuant to the Securities Act and it has been disposed of in accordance with the
Registration Statement relating to it, (ii) in the event the Company is subject to the reporting
requirements of Section 13(a) or 15(d) of the Exchange Act, the date on which it has been
transferred pursuant to Rule 144 (or any similar provision then in effect) or is freely saleable by
its Holder pursuant to Rule 144 without any restrictions (such as volume or manner of sale
restrictions and current public information requirements) under Rule 144 and are listed or included
on the New York Stock Exchange or The Nasdaq Global Market or on an alternative trading system and
qualified under the applicable state securities or “blue sky” laws of all 50 states or (iii) the
date 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 performance of or compliance with this
Agreement, including, without limitation: (i) all Commission, securities exchange, and






 









 







FINRA registration, listing, inclusion and filing fees; (ii) all fees and expenses incurred in
connection with compliance with international, federal or state securities or blue sky laws
(including, without limitation, any registration, listing and filing fees and fees and
disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares
and the preparation of a blue sky memorandum and compliance with the rules of FINRA); (iii) all
expenses in preparing or assisting in preparing, word processing, duplicating, printing, delivering
and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, agreements among underwriters, securities sales agreements,
certificates and any other documents relating to the performance under and compliance with this
Agreement; (iv) all fees and expenses incurred in connection with the listing or inclusion of any
of the Registrable Shares on any securities exchange pursuant to Section 5(n) of this Agreement;
(v) the fees and disbursements of counsel for the Company and of the independent registered public
accounting firm of the Company (including, without limitation, the expenses of any special audit
and “cold comfort” letters required by or incident to the performance of this Agreement); (vi)
reasonable fees and disbursements of one counsel, reasonably acceptable to the Company, for the
Holders, selected by the Holders holding a majority of the Registrable Shares to be included in the
Registration Statement (such counsel, “Selling Holders’ Counsel”); and (vii) any fees and
disbursements customarily paid in issues and sales of securities (including the fees and expenses
of any experts retained by the Company in connection with any Registration Statement); provided,
however, that Registration Expenses shall exclude brokers’ or underwriters’ discounts and
commissions, fees and expenses of counsel to underwriters or brokers, transfer taxes and transfer
fees, if any, relating to the sale or disposition of Registrable Shares by a Holder.



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



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



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



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



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







 









 







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



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



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



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



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



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



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



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



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



Selling Holders’ Counsel: As defined in clause (vi) of the definition for Registration Expenses.



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



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



Subscription Agreements: The subscription agreements entered into by the Company on or prior to
the date hereof, including with Ares Management LLC (and/or its affiliates) and Green Equity
Investors V, L.P. (and/or its affiliates).



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



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







 









 







Trigger Date: As defined in Section 3(a) hereof.



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



Warrants : Warrants to acquire shares of Common Stock issued on or about the date hereof to an
affiliate of Société Générale and to the Commonwealth Bank of Australia.



Warrant Shares: Shares of Common Stock issuable upon the exercise of the Warrants.





	2.	 	Registration Rights






	 	(a)	 	Mandatory Shelf Registration. As set forth in Section 5 hereof, the Company
agrees to file with the Commission as soon as reasonably practicable following
completion of the audited financial statements for the fiscal year ended December 31,
2010 (but in no event later than April 30, 2011) a shelf Registration Statement on Form
S-1 or such other form under the Securities Act then available to the Company providing
for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the
Holders (a “Shelf Registration Statement”). The Company shall (i) use its commercially
reasonable efforts to cause such Shelf Registration Statement to be declared effective
by the Commission as soon as practicable after the initial filing thereof and (ii) use
its commercially reasonable efforts to arrange for the Registrable Shares to be listed
for trading on a nationally recognized securities exchange on or prior to the date the
Commission declares such Shelf Registration Statement effective. Any Shelf
Registration Statement shall provide for the resale from time to time, and pursuant to
any method or combination of methods legally available (including, without limitation,
an Underwritten Offering, a direct sale to purchasers or a sale through brokers or
agents, which may include sales over the internet), by the Holders of any and all
Registrable Shares, as reasonably requested by such Holders. In the case of an
Underwritten Offering (other than an Underwritten Offering conducted pursuant to
Section 2(b) below), the investment banker or investment bankers and manager or
managers that will manage the offering will be selected by the Holders of a majority in
aggregate principal amount of such Registrable Shares included in such offering;
provided, however, that such investment banker or investment bankers and manager or
managers must be reasonably acceptable to the Company.
	 
	 	(b)	 	IPO Registration. If the Company proposes to file with the Commission a
registration statement on Form S-1 or such other form under the Securities Act
providing for the initial public offering of shares of Common Stock (for the avoidance
of doubt, excluding any Shelf Registration Statement) (the “IPO Registration
Statement”), the Company will notify in writing each Holder of the filing within five
Business Days after the initial filing and afford each Holder an opportunity to include
in the IPO Registration Statement all or any part of the Registrable Shares then held
by such Holder. Each Holder desiring to include in the IPO Registration Statement all
or part of the Registrable Shares held by such Holder shall, within 20 days after
receipt of the above-described notice from the





 









 






	 	 	 	Company, so notify the Company in writing, and in such notice shall inform the
Company of the number of Registrable Shares such Holder wishes to include in the IPO
Registration Statement. Any election by any Holder to include any Registrable
Shares in the IPO Registration Statement will not affect the inclusion of such
Registrable Shares in the Shelf Registration Statement until such Registrable Shares
have been sold under the IPO Registration Statement.






	 	(i)	 	Right to Terminate IPO Registration. The Company shall have
the right to terminate or withdraw the IPO Registration Statement initiated by
it and referred to in this Section 2(b) prior to the effectiveness of such
registration whether or not any Holder has elected to include Registrable
Shares in such registration; provided, however, the Company must provide each
Holder that elected to include any Registrable Shares in such IPO Registration
Statement prompt written notice of such termination or withdrawal.
Furthermore, in the event the IPO Registration Statement is not declared
effective within 180 days following the initial filing of the IPO Registration
Statement, unless a road show for the Underwritten Offering pursuant to the IPO
Registration Statement is actually in progress at such time or has already been
completed, the Company shall promptly provide a new written notice to all
Holders giving them another opportunity to elect to include Registrable Shares
in the pending IPO Registration Statement. Each Holder receiving such notice
shall have the same election rights afforded such Holder as described in clause
(b) above.
	 
	 	(ii)	 	Selection of Underwriter. The Company shall have the sole
right to select the managing underwriter(s) for its initial public offering,
regardless of whether any Registrable Shares are included in the IPO
Registration Statement or otherwise.
	 
	 	(iii)	 	Shelf Registration not Impacted by IPO Registration Statement.
The Company’s obligation to file the Shelf Registration Statement pursuant to
Section 2(a) hereof shall not be affected by the filing or effectiveness of the
IPO Registration Statement. In addition, the Company’s obligation to use its
commercially reasonable efforts to cause to become and keep effective the Shelf
Registration Statement pursuant to Section 2(a) hereof shall not be affected by
the filing or effectiveness of an IPO Registration Statement; provided,
however, if the Company files an IPO Registration Statement before the
effective date of the Shelf Registration Statement, the Company shall have the
right to defer causing the Commission to declare such Shelf Registration
Statement effective until up to 60 days after the closing date of its initial
public offering pursuant to the IPO Registration Statement.






	 	(c)	 	Issuer Free Writing Prospectus. The Company represents and agrees that, unless
it obtains the prior consent of Holders of a majority of the Registrable Shares that
are registered under a Registration Statement at such time or the consent of the
managing underwriter in connection with any Underwritten





 









 






	 	 	 	Offering of Registrable Shares, and each Holder represents and agrees that, unless
it obtains the prior consent of the Company and any such underwriter, it will not
make any offer relating to the Shares that would constitute an “issuer free writing
prospectus,” as defined in Rule 433 (an “Issuer Free Writing Prospectus”), or that
would otherwise constitute a “free writing prospectus,” as defined in Rule 405,
required to be filed with the Commission. The Company represents that any Issuer
Free Writing Prospectus will not include any information that conflicts with the
information contained in any Registration Statement or the related Prospectus, and
any Issuer Free Writing Prospectus, when taken together with the information in such
Registration Statement and the related Prospectus, will not include any untrue
statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in light of the circumstances under which they were
made, not misleading.
	 
	 	(d)	 	Underwriting. The Company shall advise all Holders of the identity of the lead
managing underwriter for any Underwritten Offering proposed under an IPO Registration
Statement. The right of any such Holder to include its Registrable Shares in an IPO
Registration Statement pursuant to Section 2(b) shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s Registrable
Shares in the underwriting to the extent provided herein. All Holders proposing to
distribute their Registrable Shares through such underwriting shall enter into an
underwriting agreement in customary form with the managing underwriter(s) selected by
the Company for such underwriting and complete and execute any questionnaires, powers
of attorney, indemnities, custody agreements, securities escrow agreements and other
documents, including opinions of counsel, reasonably required under the terms of such
underwriting, and furnish to the Company such information as the Company may reasonably
request in writing for inclusion in the Registration Statement; provided, however, that
no Holder shall be required to make any representations or warranties to or agreements
with the Company or the underwriters other than representations, warranties or
agreements regarding such Holder and such Holder’s intended method of distribution and
any other representation required by law or reasonably requested by the underwriters.
Notwithstanding any other provision of this Agreement, if the managing underwriter(s)
determine(s) in good faith that marketing factors require a limitation on the number of
shares to be included in the Underwritten Offering, then the managing underwriter(s)
may exclude shares (including Registrable Shares) from the IPO Registration Statement
and Underwritten Offering, and any shares included in such IPO Registration Statement
and Underwritten Offering shall be allocated first, to the Company, and second, to each
of the Holders requesting inclusion of their Registrable Shares in such IPO
Registration Statement (on a pro rata basis based on the total number of Registrable
Shares then held by each such Holder who is requesting inclusion); provided, however,
that the number of Registrable Shares to be included in the IPO Registration Statement
shall not be reduced unless all other securities of the Company held by (i) officers,
directors, other employees of the Company and consultants and (ii) other holders of the
Company’s capital stock with registration rights that are





 









 






	 	 	 	inferior (with respect to such reduction) to the registration rights of the Holders
set forth herein, are first entirely excluded from the underwriting and
registration; provided, further, however, that Holders of Registrable Shares shall
be permitted to include Registrable Shares comprising at least 25% of the total
securities included in the Underwritten Offering proposed under the IPO Registration
Statement.




By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such
Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of
securities of the Company of the same or similar class or classes of the securities included in the
IPO Registration Statement or any securities convertible into or exchangeable or exercisable for
such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act,
during such periods as reasonably requested (but in no event for a period longer than 30 days prior
to and 180 days following the effective date of the IPO Registration Statement, and subject to the
provisos of Section 8 of this Agreement) by the representatives of the underwriters, if an
Underwritten Offering, or by the Company in any other registration.



If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw
therefrom by written notice to the Company and the managing underwriter(s), delivered at least ten
Business Days prior to the effective date of the IPO Registration Statement. Any Registrable
Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the
registration.





	 	(e)	 	Expenses. The Company shall pay all Registration Expenses in connection with
the registration of the Registrable Shares pursuant to this Agreement. Each Holder
participating in a registration pursuant to this Section 2 shall bear such Holder’s
proportionate share (based on the total number of Registrable Shares sold in such
registration) of all discounts and commissions payable to underwriters or brokers and
all transfer taxes and transfer fees in connection with a registration of Registrable
Shares pursuant to this Agreement.
	 
	 	(f)	 	Penalty Provisions. If the Company does not file a Registration Statement
registering the resale of the Registrable Shares by April 30, 2011, other than as a
result of the Commission being unable to accept such filings (a “Registration
Default”), then each of Steven F. Udvar-Hazy, John L. Plueger and James C. Clarke,
if employed by the Company and owed a bonus, shall immediately forfeit 50%, and shall
thereafter forfeit an additional 10% for each month the Registration Default continues,
of any bonus that would otherwise be payable to him as a result of performance during
that fiscal year, whether under an employment agreement with the Company, a bonus plan
or any other bonus arrangement, including any bonus compensation for which payment
would otherwise be deferred until after that fiscal year, from and after the applicable
date by which the Company was required to file the Shelf Registration Statement until
the Shelf Registration Statement is filed. No bonuses, compensation, awards, equity
compensation or other amounts shall be payable or granted in lieu of or to make Messrs.
Udvar-Hazy, Plueger and Clarke whole for any such forfeited





 









 






	 	 	 	bonuses. This Section 2(f) provides the exclusive remedy in respect of a
Registration Default.






	3.	 	Special Election Meeting.






	 	(a)	 	If (i) a Registration Statement registering the resale of the Registrable
Shares has been declared effective by the Commission on or after April 30, 2011 and
such Registration Statement ceases to be effective and is not declared effective by the
Commission again by the 30th day after such Registration Statement ceases to be
effective (the “Re-Declaration Deadline”) or (ii) a Registration Statement registering
the resale of the Registrable Shares has not been declared effective by the Commission,
and the Registrable Shares have not been listed for trading on a nationally recognized
securities exchange, by the 180th day after (and not including the day of) the filing
of such Registration Statement (the “Declaration Deadline” and each of the
Re-Declaration Deadline and the Declaration Deadline is a “Trigger Date”), a special
meeting of stockholders (the “Special Election Meeting”) shall be called in accordance
with the bylaws of the Company. The Special Election Meeting shall occur as soon as
possible following a Trigger Date but in no event more than 45 days after a Trigger
Date. Notwithstanding the foregoing, the Special Election Meeting need not be called
or held if the Holders of at least two-thirds of the outstanding Registrable Shares
waive (at a duly called meeting or by written consent) such requirement; provided,
however, Registrable Shares that are owned, directly or indirectly, by an “executive
officer” (as defined in Rule 405 of the Securities Act) of the Company shall not be
deemed to be outstanding.
	 
	 	(b)	 	Purposes of Meeting. The Special Election Meeting shall be called solely for
the purposes of: (i) considering and voting upon proposals to remove each then-serving
director of the Company; and (ii) electing such number of directors as there are then
vacancies on the Board of Directors of the Company (the “Board of Directors”)
(including any vacancies created by the removal of any director pursuant to this
Section 3(b)). The removal of any director pursuant to Section 3(b)(i) hereof shall
require the affirmative vote of holders of a majority of all outstanding shares of
Common Stock and, if such affirmative vote is obtained, shall be effective immediately
upon the receipt of the final report of the inspector of elections for the Special
Election Meeting of the result of such vote.
	 
	 	(c)	 	Nominations. Nominations of individuals for election to the Board of Directors
of the Company at the Special Election Meeting may only be made (i) by or at the
direction of the Board of Directors or (ii) upon receipt by the Company of written
notice of Holders entitled to cast, or direct the casting of, not less than 20% of all
the votes entitled to be cast at the Special Election Meeting and containing the
information specified by Section 3(d) hereof. Each individual whose nomination is made
in accordance with this Section 3(c) is hereinafter referred to as a “Nominee.”
Nominees may include directors whose removal from the Board of Directors is being
sought pursuant to Section 3(b) hereof.





 









 






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






	 	(i)	 	as to each proposed Nominee, the name, age, business address
and residence address of such proposed Nominee and all other information
relating to such proposed Nominee that would be required, pursuant to
Regulation 14A promulgated under the Exchange Act (or any successor provision),
to be disclosed in a contested solicitation of proxies with respect to the
election of such individual as a director; and
	 
	 	(ii)	 	as to each Holder giving the notice, the class, series and
number of all shares of beneficial interest of the Company that are owned by
such Holder, beneficially or of record.






	 	(e)	 	Notice. Not less than 15 nor more than 25 days before the Special Election
Meeting, the Secretary of the Company shall give to each stockholder entitled to vote
at, or to receive notice of, such meeting at such stockholder’s address as it appears
in the share transfer records of the Company, notice in writing setting forth (i) the
time and place of the Special Election Meeting, (ii) the purposes for which the Special
Election Meeting has been called and (iii) the name of each Nominee.






	4.	 	Rules 144 and 144A Reporting




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





	 	(a)	 	make and keep current public information available, as those terms are
understood and defined in Rule 144 under the Securities Act at all times after the
effective date of the first registration statement under the Securities Act filed by
the Company with the Commission for an offering of its securities to the general
public;
	 
	 	(b)	 	to file with the Commission in a timely manner all reports and other documents
required to be filed by the Company under the Securities Act and the Exchange Act (at
any time after it has become subject to such reporting requirements);
	 
	 	(c)	 	so long as a Holder owns any Registrable Shares, if the Company is not required
to file reports and other documents under the Securities Act and the Exchange Act, it
will make available other information as required by, and so long as necessary to
permit sales of Registrable Shares pursuant to, Rule 144 or Rule 144A, and in any event
shall make available (either by mailing a copy thereof, by posting on





 









 











	 	 	 	the Company’s website, by press release or by any other means that the Company
reasonably believes to be a reliable means of communication) to each Holder a copy
of:






	 	(i)	 	the Company’s annual consolidated financial statements
(including at least balance sheets, statements of profit and loss, statements
of stockholders’ equity and statements of cash flows) prepared in accordance
with U.S. generally accepted accounting principles, accompanied by an audit
report of the Company’s independent registered public accountants, no later
than 90 days after the end of each fiscal year of the Company; and
	 
	 	(ii)	 	the Company’s unaudited quarterly financial statements
(including at least balance sheets, statements of profit and loss, statements
of stockholders’ equity and statements of cash flows) prepared in a manner
consistent with the preparation of the Company’s annual financial statements,
no later than 45 days after the end of each of the first three fiscal quarters
of the Company;






	 	(d)	 	the Company shall hold, a reasonable time after the availability of such
financial statements and upon reasonable notice to the Holders and FBR (either by mail,
by posting on the Company’s website, or by press release), a quarterly investor
conference call to discuss such financial statements, which call will also include an
opportunity for the Holders to ask questions of management with regard to such
financial statements, and will also cooperate with, and make management reasonably
available to, FBR personnel in connection with making Company information available to
investors; and
	 
	 	(e)	 	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 90 days after the effective
date of the first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the Exchange Act (at
any time after it has become subject to the reporting requirements of the Exchange
Act), (ii) a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company, and take such further actions,
as a Holder may reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such Registrable Shares without registration.






	5.	 	Registration Procedures




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




 









 






	 	(a)	 	notify FBR and Selling Holders’ Counsel, in writing, at least ten Business Days
prior to filing a Registration Statement, of its intention to file a Registration
Statement with the Commission and, at least five Business Days prior to filing, provide
a copy of the Registration 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 the requirements of the applicable form
and include all financial statements required by the Commission to be filed therewith
and (y) be reasonably acceptable to FBR, its counsel and Selling Holders’ Counsel;
notify FBR and Selling Holders’ Counsel in writing, at least five Business Days prior
to filing of any amendment or supplement to such Registration Statement and, at least
three Business Days prior to filing, provide a copy of such amendment or supplement to
FBR, its counsel and Selling Holders’ Counsel for review and comment; promptly
following receipt from the Commission, provide to FBR, its counsel and Selling Holders’
Counsel copies of any comments made by the staff of the Commission relating to such
Registration Statement and of the Company’s responses thereto for review and comment;
and use its commercially reasonable efforts to cause such Registration Statement to
become effective as soon as practicable after filing and to remain effective, subject
to Section 6 hereof, until the earliest to occur of (i) such time as all Registrable
Shares covered thereby have been sold in accordance with such Registration Statement,
(ii) there are no Registrable Shares outstanding and (iii) the first anniversary of the
effective date of such Registration Statement (subject to extension as provided in
Section 6(c) hereof), assuming that the Registrable Shares can be sold under Rule 144
without limitation as to manner of sale or volume; provided, however, that the Company
shall not be required to cause the IPO Registration Statement to remain effective for
any period longer than 90 days following the effective date of the IPO Registration
Statement (subject to extension as provided in Section 6(c) hereof); provided, further,
that if the Company has an effective Shelf Registration Statement on Form S-1 (or other
form then available to the Company) under the Securities Act and becomes eligible to
use Form S-3 or such other short-form registration statement form under the Securities
Act, the Company may, upon 30 Business Days prior written notice to all Holders,
register any Registrable Shares registered but not yet distributed under the effective
Shelf Registration Statement on such a short-form Shelf Registration Statement and,
once the short-form Shelf Registration Statement is declared effective, de-register
such shares under the previous Registration Statement or transfer the filing fees from
the previous Registration Statement (such transfer pursuant to Rule 429, if applicable)
unless any Holder notifies the Company within 15 Business Days of receipt of the
Company notice that such a registration under a new Registration Statement and
de-registration of the initial Shelf Registration Statement would interfere with its
distribution of Registrable Shares already in progress, in which case, the Company
shall delay the effectiveness of the short-form Registration Statement and termination
of the then-effective initial Registration Statement or any short-form Registration





 









 






	 	 	 	Statement for a period of not less than 30 days from the date that the Company
receives the notice from such Holders requesting a delay;
	 
	 	(b)	 	subject to Section 5(i) hereof, (i) prepare and file with the Commission such
amendments and post-effective amendments to each such Registration Statement as may be
necessary to keep such Registration Statement effective for the period described in
Section 5(a) hereof; (ii) cause each Prospectus contained therein to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule
424 or any similar rule that may be adopted under the Securities Act; and (iii) comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by each Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the selling Holders
thereof;
	 
	 	(c)	 	promptly furnish to the Holders, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or supplement
thereto and such other documents as such Holder may reasonably request, in order to
facilitate the public sale or other disposition of the Registrable Shares; the Company
consents, subject to Section 6 hereof, to the use of such Prospectus, including each
preliminary Prospectus, by the Holders, if any, in connection with the offering and
sale of the Registrable Shares covered by any such Prospectus;
	 
	 	(d)	 	use its commercially reasonable efforts to register or qualify, or obtain
exemption from registration or qualification for, all Registrable Shares by the time
the applicable Registration Statement is declared effective by the Commission under all
applicable state securities or “blue sky” laws of such jurisdictions as FBR or any
Holder of Registrable Shares covered by a Registration Statement shall reasonably
request in writing, keep each such registration or qualification or exemption effective
during the period such Registration Statement is required to be kept effective pursuant
to Section 5(a) and do any and all other acts and things that may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in each such
jurisdiction of such Registrable Shares owned by such Holder; provided, however, that
the Company shall not be required to (i) qualify generally to do business in any
jurisdiction or to register as a broker or dealer in such jurisdiction where it would
not otherwise be required to qualify but for this Section 5(d) and except as may be
required by the Securities Act, (ii) subject itself to taxation in any such
jurisdiction, or (iii) submit to the general service of process in any such
jurisdiction;
	 
	 	(e)	 	use its commercially reasonable efforts to cause all Registrable Shares covered
by such Registration Statement to be registered and approved by such other governmental
agencies or authorities as may be necessary to enable the Holders thereof to consummate
the disposition of such Registrable Shares;
	 
	 	(f)	 	(i) notify FBR and each Holder promptly and, if requested by FBR or any Holder,
confirm such advice in writing (1) when a Registration Statement has become





 









 






	 	 	 	effective and when any post-effective amendments and supplements thereto become
effective, (2) of the issuance by the Commission or any state securities authority
of any stop order suspending the effectiveness of a Registration Statement or the
initiation, assertion or threat of any Proceeding for that purpose, (3) of any
request by the Commission or any other federal, state or foreign governmental
authority for (A) amendments or supplements to a Registration Statement or related
Prospectus or (B) additional information and (4) of the happening of any event
during the period a Registration Statement is effective as a result of which such
Registration Statement or the related Prospectus or any document incorporated by
reference therein contains any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements
therein not misleading (which information shall be accompanied by an instruction to
suspend the use of the Prospectus until the requisite changes have been made) and
(ii) at the request of any Holder, promptly furnish to such Holder a reasonable
number of copies of a supplement to or an amendment of such Prospectus as may be
necessary so that, as thereafter delivered to the purchaser of such securities, such
Prospectus shall not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements
therein not misleading;
	 
	 	(g)	 	use its commercially reasonable efforts to avoid the issuance of, or if issued,
to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness
of a Registration Statement or suspending the qualification of (or exemption from
qualification of) any of the Registrable Shares for sale in any jurisdiction, as
promptly as practicable;
	 
	 	(h)	 	upon request, promptly furnish to each requesting Holder of Registrable Shares
covered by a Registration Statement, without charge, one conformed copy of such
Registration Statement and any post-effective amendment or supplement thereto (without
documents incorporated therein by reference or exhibits thereto, unless requested);
	 
	 	(i)	 	except as provided in Section 6 hereof, upon the occurrence of any event
contemplated by Section 5(f)(i)(4) hereof, use its commercially reasonable efforts to
promptly prepare a supplement or post-effective amendment to a Registration Statement
or the related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of the
Registrable Shares, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were
made, not misleading;
	 
	 	(j)	 	if requested by the representative of the underwriters, if any, or any Holders
of Registrable Shares being sold in connection with such offering, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such information as
the representative of the underwriters, if any, or such Holders indicate relates to
them or that they reasonably request be included therein and





 









 






	 	 	 	(ii) make all required filings of such Prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received
notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;
	 
	 	(k)	 	in the case of an Underwritten Offering, use its commercially reasonable
efforts to furnish to each Holder of Registrable Shares covered by such Registration
Statement and the underwriters a signed counterpart, addressed to each such Holder and
the underwriters, of: (i) an opinion of counsel for the Company customary for
underwritten public offerings, dated the date of each closing under the underwriting
agreement, reasonably satisfactory to such Holder and the underwriters; and (ii) a
“comfort” letter, dated the effective date of 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 statements included in such
Registration Statement, covering substantially the same matters with respect to such
Registration Statement (and the Prospectus included therein) and with respect to events
subsequent to the date of such financial statements, as are customarily covered in
accountants’ letters delivered to underwriters in underwritten public offerings of
securities and such other financial matters as such underwriters may reasonably request
and are customarily obtained by underwriters in underwritten offerings;
	 
	 	(l)	 	enter into customary agreements (including in the case of an Underwritten
Offering, an underwriting agreement in customary form and reasonably satisfactory to
the Company) and take all other reasonable action in connection therewith in order to
expedite or facilitate the distribution of the Registrable Shares included in such
Registration Statement and, in the case of an Underwritten Offering, make
representations and warranties to the Holders covered by such Registration Statement
and to the underwriters in such form and scope as are customarily made by issuers to
selling security holders and to underwriters in underwritten offerings and confirm the
same to the extent customary if and when requested;
	 
	 	(m)	 	make available for inspection by representatives of the Holders and the
representative of any underwriters participating in any disposition pursuant to a
Registration Statement and any special counsel or accountants retained by such Holders
or underwriters, all financial and other records, pertinent corporate documents and
properties of the Company and cause the respective officers, directors, employees and
agents of the Company to supply all information reasonably requested by any such
representatives of the Holders, the representative of the underwriters, counsel thereto
or accountants in connection with a Registration Statement; provided, however, that
such records, documents or information that the Company determines, in good faith, to
be confidential and notifies such representatives of the Holders, representative of the
underwriters, counsel thereto or accountants are confidential shall not be disclosed by
the Company unless the Company receives from such parties customary agreements, or such
parties are subject to obligations, to maintain the confidentiality of such





 









 






	 	 	 	records, documents or information providing, among other things, that such
representatives, representative of the underwriters, counsel thereto or accountants
shall not disclose any of such records, documents or information unless (i) the
disclosure of such records, documents or information is necessary to avoid or
correct a misstatement or omission in a Registration Statement or Prospectus, (ii)
the release of such records, documents or information is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, or (iii) such
records, documents or information have been generally made available to the public;
provided, further, that the representatives of the Holders and any underwriters will
use commercially reasonable efforts, to the extent practicable, to coordinate the
foregoing inspection and information gathering and not materially disrupt the
Company’s business operations;
	 
	 	(n)	 	use its commercially reasonable efforts (including, without limitation, seeking
to cure any deficiencies cited by the exchange or market in the Company’s listing or
inclusion application) to list or include all Registrable Shares on the New York Stock
Exchange or The Nasdaq Global Market;
	 
	 	(o)	 	prepare and file in a timely manner all documents and reports required by the
Exchange Act and, to the extent the Company’s obligation to file such reports pursuant
to Section 15(d) of the Exchange Act expires prior to the expiration of the
effectiveness period of the Registration Statement as required by Section 5(a) hereof,
the Company shall register the Registrable Shares under the Exchange Act and shall
maintain such registration through the effectiveness period required by Section 5(a)
hereof;
	 
	 	(p)	 	provide a CUSIP number for all Registrable Shares, not later than the effective
date of the Registration Statement;
	 
	 	(q)	 	(i) otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission, (ii) make generally available to
its stockholders, as soon as reasonably practicable, earnings statements covering at
least 12 months beginning after the effective date of the Registration Statement that
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder,
but in no event later than 90 days after the end of each fiscal year of the Company and
(iii) not file any Registration Statement or Prospectus or amendment or supplement to
such Registration Statement or Prospectus to which any Holder of Registrable Shares
covered by any Registration Statement shall have reasonably objected on the grounds
that such Registration Statement or Prospectus or amendment or supplement does not
comply in all material respects with the requirements of the Securities Act, such
Holder having been furnished with a copy thereof at least two Business Days prior to
the filing thereof;
	 
	 	(r)	 	provide and cause to be maintained a registrar and transfer agent for all
Registrable Shares covered by any Registration Statement from and after a date not
later than the effective date of such Registration Statement;




 









 












	 	(s)	 	in connection with any sale or transfer of the Registrable Shares (whether or
not pursuant to a Registration Statement) that will result in the securities being
delivered no longer being Registrable Shares, cooperate with the Holders and the
representative of the underwriters, if any, to facilitate (unless the Registrable
Shares are in book-entry only form) the timely preparation and delivery of certificates
representing the Registrable Shares to be sold, which certificates shall not bear any
restrictive transfer legends (other than as required by the Company’s Certificate of
Incorporation, as amended) and to enable such Registrable Shares to be in such
denominations and registered in such names as the representative of the underwriters,
if any, or the Holders may request at least three Business Days prior to any sale of
the Registrable Shares;
	 
	 	(t)	 	in connection with the initial filing of a Shelf Registration Statement and
each amendment thereto with the Commission pursuant to Section 2(a) hereof, cooperate
with FBR in connection with the filing with FINRA of all forms and information required
or requested by FINRA in order to obtain written confirmation from FINRA that FINRA
does not object to the fairness and reasonableness of the underwriting terms and
arrangements (or any deemed underwriting terms and arrangements) (each such written
confirmation, a “No Objections Letter”) relating to the resale of Registrable Shares
pursuant to the Shelf Registration Statement, including, without limitation,
information provided to FINRA through its COBRADesk system, and pay all costs, fees and
expenses incident to FINRA’s review of the Shelf Registration Statement and the related
underwriting terms and arrangements, including, without limitation, all filing fees
associated with any filings or submissions to FINRA and the legal expenses, filing fees
and other disbursements of FBR and any other FINRA member that is the Holder of, or is
affiliated or associated with an owner of, Registrable Shares included in the Shelf
Registration Statement (including in connection with any initial or subsequent member
filing);
	 
	 	(u)	 	in connection with the initial filing of a Shelf Registration Statement and
each amendment thereto with the Commission pursuant to Section 2(a) hereof, provide to
FBR and its representatives, the opportunity to conduct due diligence, including,
without limitation, an inquiry of the Company’s financial and other records, and make
available members of its management for questions regarding information which FBR may
request in order to fulfill any due diligence obligation on its part;
	 
	 	(v)	 	upon effectiveness of the first Registration Statement filed under this
Agreement, take such actions and make such filings as are necessary to effect the
registration of the Common Stock under the Exchange Act simultaneously with or
immediately following the effectiveness of the Registration Statement;
	 
	 	(w)	 	in the case of an Underwritten Offering, use its commercially reasonable
efforts to cooperate and assist in any filings required to be made with FINRA and in
the performance of any due diligence investigation by any underwriter and its counsel





 









 






	 	 	 	(including any “qualified independent underwriter,” if applicable) that is required
to be retained in accordance with the rules and regulations of FINRA.




The Company may require the Holders to furnish (and each Holder shall furnish) to the Company such
information regarding the proposed distribution by such Holder of such Registrable Shares as the
Company may from time to time reasonably request in writing or as shall be required to effect the
registration of the Registrable Shares, and no Holder shall be entitled to be named as a selling
stockholder in any Registration Statement and no Holder shall be entitled to use the Prospectus
forming a part thereof if such Holder does not provide such information to the Company. Any Holder
that sells Registrable Shares pursuant to a Registration Statement or as a selling security holder
pursuant to an Underwritten Offering shall be required to be named as a selling shareholder in the
related prospectus and to deliver a prospectus to purchasers. Each Holder further agrees to
furnish promptly to the Company in writing all information required from time to time to make the
information previously furnished by such Holder not misleading.



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



Notwithstanding any other provision of this Agreement, if the Commission or any rules, regulations
or guidance thereof sets forth a limitation of the number of Registrable Shares or other shares of
Common Stock permitted to be registered on a particular Shelf Registration Statement, the number of
Registrable Shares or other shares of Common Stock to be registered on such Shelf Registration
Statement will be reduced as follows: first, the Company shall reduce or eliminate the shares of
Common Stock to be included by any Person other than a Holder; second, the Company shall reduce or
eliminate any shares of Common Stock to be included by the Company; and third, the Company shall
reduce the number of Registrable Shares to be included by all Holders pro rata based on the total
number of unregistered Registrable Shares held by such Holders, subject to a determination by the
Commission that certain Holders must be reduced before other Holders based on the number of
Registrable Shares held by such Holders. In the event the Company amends the Shelf Registration
Statement or files a Shelf Registration Statement, the Company will file with the Commission, as
promptly as allowed by the Commission, one or more shelf registration statements to register for
resale those Registrable Shares that were not registered for resale on the Shelf Registration
Statement.





	6.	 	Black-Out Period






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





 









 






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





 









 






	 	(b)	 	In the case of an event that causes the Company to suspend the use of a
Registration Statement (a “Suspension Event”), the Company shall give written notice (a
“Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable Shares
and such notice shall state generally the basis for the notice and that such suspension
shall continue only for so long as the Suspension Event or its effect is continuing and
the Company is using its best efforts and taking all reasonable steps to terminate
suspension of the use of the Registration Statement as promptly as possible. The
Holders shall not effect any sales of the Registrable Shares pursuant to such
Registration Statement (or such filings) at any time after they have received a
Suspension Notice from the Company and prior to receipt of an End of Suspension Notice
(as defined below). If so directed by the Company, each Holder will deliver to the
Company (at the expense of the Company) all copies other than permanent file copies
then in such Holder’s possession of the Prospectus covering the Registrable Shares at
the time of receipt of the Suspension Notice. The Holders may recommence effecting
sales of the Registrable Shares pursuant to the Registration Statement (or such
filings) following further notice to such effect (an “End of Suspension Notice”) from
the Company, which End of Suspension Notice shall be given by the Company to the
Holders and FBR in the manner described above promptly following the conclusion of any
Suspension Event and its effect.
	 
	 	(c)	 	Notwithstanding any provision herein to the contrary, if the Company shall give
a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend
the period of time during which the applicable Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the period
from the date of receipt by the Holders of the Suspension Notice to and including the
date of receipt by the Holders of the End of Suspension Notice and provide copies of
the supplemented or amended Prospectus necessary to resume sales.






	7.	 	Indemnification and Contribution






	 	(a)	 	The Company agrees to indemnify and hold harmless (i) each Holder of
Registrable Shares and any underwriter (as determined in the Securities Act) for such
Holder (including, if applicable, FBR), (ii) each Person, if any, who controls (within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act)
any such Person described in clause (i) (any of the Persons referred to in this clause
(ii) being hereinafter referred to as a “Controlling Person”), and (iii) the respective
officers, directors, partners, members, employees, representatives and agents of any
such Person or any Controlling Person (any Person referred to in clause (i), (ii) or
(iii) above may hereinafter be referred to as a “Purchaser Indemnitee”), to the fullest
extent lawful, from and against any and all losses, claims, damages, judgments,
actions, out-of-pocket expenses, and other liabilities (the “Liabilities”), including
without limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or Proceeding by any governmental or regulatory agency or body, commenced
or threatened,





 









 






	 	 	 	including the reasonable fees and expenses of counsel to any Purchaser Indemnitee,
joint or several, directly or indirectly related to, based upon, arising out of or
in connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto), any
Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto), or any preliminary Prospectus
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 therein or necessary to make
the statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as such Liabilities arise out of or are based upon
(A) any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Purchaser
Indemnitee furnished to the Company or any underwriter in writing by such Purchaser
Indemnitee expressly for use therein; or (B) sales of Registrable Shares made in
violation of Section 6(b) hereof by any Holder who has received actual notice of the
suspension prior to such sale. The Company shall notify FBR and the Holders
promptly of the institution, threat or assertion of any claim, Proceeding (including
any governmental or regulatory investigation), or litigation of which it shall have
become aware in connection with the matters addressed by this Agreement that
involves the Company or a Purchaser Indemnitee. The indemnity provided for herein
shall remain in full force and effect regardless of any investigation made by or on
behalf of any Purchaser Indemnitee.
	 
	 	(b)	 	In connection with any Registration Statement in which a Holder of Registrable
Shares is participating, and as a condition to such participation, such Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company and each Person
who controls the Company within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act and their respective officers, directors, partners,
members, employees, representatives and agents of such Person or Controlling Person to
the same extent as the foregoing indemnity from the Company to each Purchaser
Indemnitee, but only with reference to (i) untrue statements or omissions or alleged
untrue statements or omissions made in reliance upon and in strict conformity with
information relating to such Holder furnished to the Company in writing by or on behalf
of such Holder expressly for use in such Registration Statement (or any amendment
thereto), Prospectus (or any amendment or supplement thereto), Issuer Free Writing
Prospectus (or any amendment or supplement thereto) or any preliminary Prospectus; or
(ii) Liabilities arising out of or based upon sales of Registrable Shares made by such
Holder who has received actual notice of the suspension prior to such sale in violation
of Section 6(b). Absent gross negligence or willful misconduct, the liability of any
Holder pursuant to this paragraph shall in no event exceed the net proceeds received by
such Holder from sales of Registrable Shares pursuant to such Registration Statement
(or any amendment thereto), Prospectus (or any amendment or supplement thereto), Issuer
Free Writing Prospectus (or any amendment or supplement thereto) or any preliminary
Prospectus.





 









 






	 	(c)	 	If any suit, action, Proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person in
respect of which indemnity may be sought pursuant to paragraph (a) or (b) above, such
Person (the “Indemnified Party”) shall promptly notify the Person against whom such
indemnity may be sought (the “Indemnifying Party”) in writing of the commencement
thereof (but the failure to so notify an Indemnifying Party shall not relieve it from
any liability which it may have under this Section 7, except to the extent the
Indemnifying Party is materially prejudiced by the failure to give notice), and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and
any others the Indemnifying Party may reasonably designate in such Proceeding and shall
pay the reasonable fees and expenses actually incurred by such counsel related to such
Proceeding. Notwithstanding the foregoing, in any such Proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed in writing to the contrary,
(ii) the Indemnifying Party failed within a reasonable time after notice of
commencement of the action to assume the defense and employ counsel reasonably
satisfactory to the Indemnified Party, (iii) the Indemnifying Party and its counsel do
not actively and vigorously pursue the defense of such action or (iv) the named parties
to any such action (including any impleaded parties) include both such Indemnified
Party and Indemnifying Party, or any Affiliate of the Indemnifying Party, and such
Indemnified Party shall have been reasonably advised by counsel that, either (x) there
may be one or more legal defenses available to it which are different from or
additional to those available to the Indemnifying Party or such Affiliate of the
Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the
Indemnifying Party or such Affiliate of the Indemnifying Party (in which case the
Indemnifying Party shall not have the right to assume nor direct the defense of such
action on behalf of such Indemnified Party; it being understood, however, that the
Indemnifying Party shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) for all such
Indemnified Parties, which firm shall be designated in writing by those Indemnified
Parties who sold a majority of the Registrable Shares sold by all such Indemnified
Parties and any such separate firm for the Company, the directors, the officers and
such control Persons of the Company as shall be designated in writing by the Company).
The Indemnifying Party shall not be liable for any settlement of any Proceeding
effected without its written consent, which consent shall not be unreasonably withheld,
but if settled with such consent or if there is a final judgment for the plaintiff, the
Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss
or liability by reason of such settlement or judgment. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of
any pending or threatened Proceeding in respect of which any Indemnified





 









 






	 	 	 	Party is or could have been a party and indemnity could have been sought hereunder
by such Indemnified Party, unless such settlement (i) includes an unconditional
release of such Indemnified Party from all liability on claims that are the subject
matter of such Proceeding and (ii) does not include a statement as to or an
admission of, fault, culpability or a failure to act by or on behalf of the
Indemnified Party.
	 
	 	(d)	 	If the indemnification provided for in paragraphs (a) and (b) of this Section 7
is for any reason held to be unavailable to an Indemnified Party in respect of any
Liabilities referred to therein (other than by reason of the exceptions provided
therein) or is insufficient to hold harmless a party indemnified thereunder, then each
Indemnifying Party under such paragraphs, in lieu of indemnifying such Indemnified
Party thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such Liabilities (i) in such proportion as is appropriate to
reflect the relative benefits to the Indemnified Party on the one hand and the
Indemnifying Party(ies) on the other hand in connection with the statements or
omissions that resulted in such Liabilities, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Indemnifying Party(ies) and the Indemnified Party,
as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and any Purchaser Indemnitees on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or by such Purchaser Indemnitees
and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
	 
	 	(e)	 	The parties agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation (even if such
Indemnified Parties were treated as one entity for such purpose), or by any other
method of allocation that does not take account of the equitable considerations
referred to in Section 7(d) above. The amount paid or payable by an Indemnified Party
as a result of any Liabilities referred to in Section 7(d) above shall be deemed to
include, subject to the limitations set forth above, any reasonable legal or other
expenses actually incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section
7, in no event shall a Purchaser Indemnitee be required to contribute any amount in
excess of the amount by which the net proceeds received by such Purchaser Indemnitee
from sales of Registrable Shares exceeds the amount of any damages that such Purchaser
Indemnitee has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. For purposes of this Section 7, each
Person, if any, who controls (within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act) FBR or a Holder of Registrable Shares shall have the
same rights to contribution 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) the Company, and each officer, director, member,
partner, employee, representative, agent or manager of the Company shall have the
same rights to contribution as the Company. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
Proceeding against such party in respect of which a claim for contribution may be
made against another party or parties, notify each party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 7 or otherwise, except to the
extent that any party is materially prejudiced by the failure to give notice. No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
	 
	 	(f)	 	The indemnity and contribution agreements contained in this Section 7 will be
in addition to any liability which the Indemnifying Parties may otherwise have to the
Indemnified Parties referred to above. The Purchaser Indemnitees’ obligations to
contribute pursuant to this Section 7 are several in proportion to the respective
number of Registrable Shares sold by each of the Purchaser Indemnitees hereunder and
not joint.






	8.	 	Market Stand-off Agreement




Each Holder hereby agrees that it shall not, to the extent requested by the Company or an
underwriter of securities of the Company, directly or indirectly sell, offer to sell (including
without limitation any short sale), grant any option or otherwise transfer or dispose of any
Registrable Shares or other shares of Common Stock of the Company or any securities convertible
into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such
Holder (other than to donees or partners of the Holder who agree to be similarly bound) for a
period (i) in the case of the Company’s officers, directors and employees, in each case to the
extent such person or entity holds shares of Common Stock or securities convertible into or
exchangeable or exercisable for shares of Common Stock, beginning on the effective date of, and
continuing for 180 days following the effective date of, the IPO Registration Statement of the
Company; and (ii) in the case of all other Holders, beginning on the effective date of, and
continuing for 60 days following the effective date of the IPO Registration Statement of the
Company; provided, however, that:





	 	(a)	 	the restrictions above shall not apply to Registrable Shares sold pursuant to
the IPO Registration Statement;
	 
	 	(b)	 	all executive officers and directors of the Company then holding shares of
Common Stock of the Company or securities convertible into or exchangeable or
exercisable for shares of Common Stock of the Company enter into agreements that are no
less restrictive;





 









 






	 	(c)	 	the Holders shall be allowed any concession or proportionate release allowed to
any officer or director that entered into agreements that are no less restrictive (with
such proportion being determined by dividing the number of shares being released with
respect to such officer or director by the total number of issued and outstanding
shares held by such officer or director); provided, however nothing in this Section
8(c) shall be construed as a right to proportionate release for the executive officers
and directors of the Company upon the expiration of the 60 day period applicable to all
Holders other than the executive officers and directors of the Company; and
	 
	 	(d)	 	this Section 8 shall not be applicable if a Shelf Registration Statement of the
Company filed under the Securities Act has been declared effective prior to the filing
of an IPO Registration Statement.




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





	9.	 	Termination of the Company’s Obligation




The Company shall have no obligation pursuant to this Agreement with respect to any Registrable
Shares proposed to be sold by a Holder in a registration pursuant to this Agreement if, in the
opinion of counsel to the Company, (i) all such Registrable Shares proposed to be sold by a Holder
may be sold in a single transaction without registration under the Securities Act pursuant to Rule
144, (ii) the Company has become subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act for a period of at least 90 days and is current in the filing of all such required
reports, and (iii) the Registrable Shares have been listed for trading on a nationally recognized
securities exchange.





	10.	 	Limitations on Subsequent Registration Rights




From and after the date of this Agreement, the Company shall not, without the prior written consent
of Holders beneficially owning not less than a majority of the then outstanding Registrable Shares
(provided, however, that solely for purposes of this Section 10, Registrable Shares that are owned,
directly or indirectly, by an Affiliate of the Company (other than Ares Management LLC or Green
Equity Investors V, L.P. or their respective subsidiaries, affiliates, partners, members,
employees, agents, officers or directors) shall not be deemed to be outstanding), enter into any
agreement with any holder or prospective holder of any securities of the Company that would allow
such holder or prospective holder (a) to include such securities in any Registration Statement
filed pursuant to the terms hereof, unless, under the terms of such agreement, such holder or
prospective holder may include such securities in any such registration only to the extent that the
inclusion of its securities will not reduce the amount of Registrable Shares of the Holders that is
included, or (b) to have its securities registered on a registration statement that could be
declared effective prior to, or within 180 days after, the effective date of any registration
statement filed pursuant to this Agreement.







 









 









	11.	 	Miscellaneous






	 	(a)	 	Remedies. Subject to the last sentence of Section 2(f), in the event of a
breach by the Company of any of its obligations under this Agreement, each of FBR and
each Holder, in addition to being entitled to exercise all rights provided herein or,
in the case of FBR, in the Purchase/Placement Agreement, or granted by law will be
entitled to specific performance of its rights under this Agreement. Subject to
Section 7, the Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy at law
would be adequate.
	 
	 	(b)	 	Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers
or consents to or departures from the provisions hereof may not be given, without the
written consent of the Company and the consent of Holders beneficially owning not less
than a majority of the then outstanding Registrable Shares; provided, however, that
solely for purposes of this Section 11(b), Registrable Shares that are owned, directly
or indirectly, by an Affiliate of the Company (other than Ares Management LLC or Green
Equity Investors V, L.P. or their respective subsidiaries, affiliates, partners,
members, employees, agents, officers or directors) or by an “executive officer” (as
defined in Rule 405 of the Securities Act) of the Company shall not be deemed to be
outstanding. No amendment shall be deemed effective unless it applies uniformly to all
Holders in their capacities as such. Notwithstanding the foregoing, a waiver or
consent to or departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of a Holder whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders may be given by such Holder; provided,
however, the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the first and second sentences of this
paragraph.
	 
	 	(c)	 	Notices. All notices and other communications, provided for or permitted
hereunder, shall be made in writing and delivered by facsimile (with receipt
confirmed), overnight courier or registered or certified mail, return receipt
requested, or by telegram:






	 	(i)	 	if to a Holder, at the most current address given by the
transfer agent and registrar of the Shares to the Company;
	 
	 	(ii)	 	if to the Company, at the offices of the Company at 2000 Avenue
of the Stars, Suite 600N, Los Angeles, CA 90067, Attention: General Counsel,
(facsimile: (310) 553-0999); with a concurrent copy (which shall not constitute
notice) to Gibson, Dunn & Crutcher LLP, 333 South Grand





 









 






	 	 	 	Avenue, Los Angeles, California 90071, Attention: Dhiya El Saden, Esq.
(facsimile: (213) 229-6196); and
	 
	 	(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).






	 	(d)	 	Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, including,
without limitation and without the need for an express assignment or assumption,
subsequent Holders. The Company agrees that the Holders shall be third party
beneficiaries to the agreements made hereunder by FBR and the Company, and each Holder
shall have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights hereunder; provided, however,
that such Holder fulfills all of its obligations hereunder.
	 
	 	(e)	 	Counterparts. This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the
same agreement.
	 
	 	(f)	 	Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
	 
	 	(g)	 	Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT
IN THE CITY OF NEW YORK, STATE OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE CITY OF
NEW YORK, STATE OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.




 









 












	 	(h)	 	Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties hereto that
they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.
	 
	 	(i)	 	Entire Agreement. This Agreement, together with the Purchase/Placement
Agreement, is intended by the parties hereto as a final expression of their agreement,
and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein
and therein.
	 
	 	(j)	 	Registrable Shares Held by the Company or its Affiliates. Whenever the consent
or approval of Holders of a specified percentage of Registrable Shares is required
hereunder, Registrable Shares held by the Company or its Affiliates (other than Ares
Management LLC or Green Equity Investors V, L.P. or their respective subsidiaries,
affiliates, partners, members, employees, agents, officers or directors) shall not be
counted in determining whether such consent or approval was given by the Holders of
such required percentage.
	 
	 	(k)	 	Adjustment for Stock Splits, etc. Wherever in this Agreement there is a
reference to a specific number of shares, then upon the occurrence of any subdivision,
combination, or stock dividend of such shares, the specific number of shares so
referenced in this Agreement shall automatically be proportionally adjusted to reflect
the effect on the outstanding shares of such class or series of stock by such
subdivision, combination, or stock dividend.
	 
	 	(l)	 	Survival. This Agreement is intended to survive the consummation of the
transactions contemplated by the Purchase/Placement Agreement. The indemnification and
contribution obligations under Section 7 of this Agreement shall survive the
termination of the Company’s obligations under Section 2 of this Agreement.
	 
	 	(m)	 	Attorneys’ Fees. In any action or Proceeding brought to enforce any provision
of this Agreement, or where any provision hereof is validly asserted as a defense, the
prevailing party, as determined by the court, shall be entitled to recover its
reasonable attorneys’ fees in addition to any other available remedy.




 









 












	 	(n)	 	Actions by Holders and Stockholders. Any approvals, consents, waivers or other
actions of Holders or stockholders of the Company contemplated hereunder may be
obtained by vote at a meeting or by written consent.





[Signature page follows]






 









 







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




	 	 	 	 	 
	 	AIR LEASE CORPORATION


 	 
	 	By:  	/s/
Steven F. Udvar-Házy	 
	 	 	Name:  	Steven F. Udvar-Házy	 
	 	 	Title:  	Chairman and Chief Executive Officer	 
	 



	 	 	 	 	 
	 	FBR CAPITAL MARKETS & CO.


 	 
	 	By:  	/s/
Paul Dell’Isola	 
	 	 	Name:  	Paul Dell’Isola	 
	 	 	Title:  	Senior Managing Director and Co-Head of Capital
Markets	 
	 


[Signature Page to Registration Rights Agreement]