Exhibit


Exhibit 10.40


MANAGEMENT SUBSCRIPTION AGREEMENT
This Management Subscription Agreement (this “Agreement”) is made and entered into as of __________, between Roadhouse Holding Inc., a Delaware corporation (the “Company”), and the Employee named on the signature page of this Agreement (the “Employee”). 
WHEREAS, the Employee desires to subscribe for, and the Company desires to sell to the Employee, shares of Company common stock, par value $0.01 per share (such shares, the “Subscription Shares”), for an aggregate purchase price indicated on the signature page of this Agreement (the “Purchase Price”), and a per share purchase price equal to $____, which is the fair market value of one Subscription Share as of the date of this Agreement (the “Per Share Purchase Price”). 
NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties contained herein, the Company and the Employee hereby agree as follows:
1.Purchase and Sale of Subscription Shares.  Subject to all of the terms and conditions of this Agreement, the Employee hereby subscribes for and agrees to purchase, and the Company hereby agrees to sell to the Employee, the Subscription Shares, at a price per share equal to the Per Share Purchase Price, for an aggregate purchase price equal to the Purchase Price.
2.    Closing.  The closing of the transactions contemplated by this Agreement (the “Subscription Closing”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, 10022, on the date on which all of the actions contemplated by clause (a) of the next sentence have been completed.  At the Subscription Closing, (a) the Employee shall (i) pay, or cause to be paid, to the Company, by wire transfer of immediately available funds or by certified check, the Purchase Price, and (ii) deliver to the Company duly executed joinders to the Company’s Stockholders Agreement and Registration Rights Agreement, which joinders and agreements are attached hereto as Exhibits A, B, C and D; and (b) the Company shall issue to the Employee the Subscription Shares in the Employee’s name.
3.    Representations of the Employee.  Effective as of the Subscription Closing, the Employee makes the representations and warranties set forth in Annex A. 
4.    Conditions Precedent.  The obligations of the Company to consummate the transactions contemplated hereby are subject (i) to the representations and warranties of the Employee set forth in Annex A being true and correct in all material respects as of the date of the Subscription Closing and (ii) to the satisfaction by the Employee of the Employee’s obligations in Section 2 of this Agreement (including, without limitation, the payment by the Employee of the Purchase Price) or written waiver by the Company of any obligation that is not so satisfied.
5.    Miscellaneous.  Neither the Company nor the Employee may assign this Agreement without the express written consent of the other party, such consent not to be unreasonably withheld.  The rights and obligations of the parties under this Agreement may be amended, modified, waived or discharged only with the written consent of the parties hereto. 



 







This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns.  This Agreement shall be deemed to be made in the State of Delaware and shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.  This Agreement constitutes the entire agreement and understanding between the Company and the Employee with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Employee and the Company relating to such subject matter.  All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or overnight courier service to the parties at the addresses contained in the records of the Company (which each party shall update as necessary from time to time).  This Agreement may be executed in two or more counterparts (including via facsimile or in electronic form), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 


[signature page follows]







2
 







IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.
ROADHOUSE HOLDING INC. 
 

By:                                          
Name: Nicole A. Williams  
Title:   


EMPLOYEE




By:                                            
Samuel Nicholas Borgese


Address: 
____________________________________ 
____________________________________ 
____________________________________




		
	No. of Subscription Shares:
	[●]


		
	Purchase Price:  
	[●]


 



[Signature Page to Subscription Agreement]
    






Annex A 
Representations of the Employee
Effective as of the Subscription Closing, the Employee makes the following representations and warranties:
1.    Securities Laws Matters.  The Employee acknowledges receipt of advice from the Company that (i) the Subscription Shares have not been registered under the Securities Act of 1933 (the “Act”) or qualified under any state securities or “blue sky” or non U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Subscription Shares, (iii) the Employee must bear the economic risk of an investment in the Subscription Shares for an indefinite period of time unless such Subscription Shares are subsequently registered under the Act and such state or non U.S. securities laws or an exemption from such registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to sales of any Subscription Shares and the Company has not made any covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Subscription Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Subscription Shares without registration will require the availability of an exemption under the Act, and (vii) a notation shall be made in the appropriate records of the Company indicating that the Subscription Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Subscription Shares.
2.    Place of Residence.  The principal residence of the Employee is as shown on the signature page hereof.
3.    Accredited Investor.  The Employee is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Act.
4.    Employee’s Experience.  (A) The Employee’s financial situation is such that the Employee can afford to bear the economic risk of holding the Subscription Shares for an indefinite period of time, (B) the Employee can afford to suffer complete loss of his or her investment in the Subscription Shares, and (C) the Employee’s knowledge and experience in financial and business matters are such that the Employee is capable of evaluating the merits and risks of the Employee’s investment in the Subscription Shares.
5.    Access to Information.  The Employee represents and warrants that (A) the Employee has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and to obtain any additional information that the Employee deems necessary to verify the accuracy of the information so provided, (B) the Employee is familiar with the business and financial condition, properties, operations and prospects of the Company and (C) the Employee has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the 





Subscription Shares and to obtain any additional information that the Employee deems necessary.  In furtherance of the foregoing, the Employee represents and warrants that (i) in connection with the transactions contemplated hereby, no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to the Employee by or on behalf of the Company, (ii) the Employee has relied upon his or her own independent appraisal and investigation, and the advice of the Employee’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and for purposes of representing his or her status as an “accredited investor” and (iii) the Employee will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in the Company.
6.    Investment Intent.  The Employee is acquiring the Subscription Shares solely for the Employee’s own account for investment and not with a view to or for sale in connection with any distribution thereof.  The Employee agrees that the Employee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Subscription Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Subscription Shares), except in compliance with (i) the Act and the rules and regulations of the Securities and Exchange Commission thereunder, (ii) applicable state and non-U.S. securities or “blue sky” laws, (iii) the provisions of this Agreement and any other agreement contemplated hereby.
7.    No Conflict.  Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of the Employee’s obligations hereunder will (a) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, agreement, instrument, commitment, arrangement or understanding to which the Employee is a party, or (b) require any material consent, authorization or approval of any person, entity or government entity, or (c) violate or conflict with any writ, injunction or decree applicable to the Employee or the Subscription Shares.





Exhibit A
Stockholders Agreement





    




























STOCKHOLDERS AGREEMENT










ROADHOUSE HOLDING INC.


















Dated as of November 19, 2010































Table of Contents






		
	1.
	Restrictions on Transfer of Common Stock.    1


		
	1.1
	Restrictions on Transfers by the Stockholders.    1


		
	2.
	Sale by Management Stockholders to the Company (“Put Rights”).    3


		
	2.1
	Right to Sell    3


		
	2.2
	Notice    3


		
	2.3
	Payment    3


		
	3.
	Right of the Company to Purchase from Management Stockholders (“Call Right”).    4


		
	3.1
	Right to Purchase    4


		
	3.2
	Notice    4


		
	3.3
	Payment    5


		
	4.
	Purchase Price.    5


		
	4.1
	Appraisal    5


		
	4.2
	Fair Market Value.    5


		
	4.3
	Carrying Value    5


		
	5.
	Prohibited Purchases    6


		
	6.
	Tag-Along and Drag-Along Rights.    7


		
	6.1
	Tag-Along Rights.    7


		
	6.2
	Drag-Along Rights.    8


		
	6.3
	Involuntary Transfers    10


		
	7.
	Preemptive Rights    10


		
	8.
	Election of Directors.    11


		
	9.
	Stock Certificate Legend    12


		
	10.
	Covenants; Representations and Warranties.    13


		
	10.1
	New Management Stockholders    13


		
	10.2
	No Other Arrangements or Agreements    14


		
	10.3
	Additional Representations and Warranties    14


		
	11.
	Amendment and Modification    15


		
	12.
	Parties.    16


		
	12.1
	Assignment by the Company    16


		
	12.2
	Assignment Generally    16


		
	12.3
	Termination    16



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Table of Contents
(continued)






		
	12.4
	Agreements to Be Bound    16


		
	13.
	Recapitalizations, Exchanges, etc    17


		
	14.
	No Third Party Beneficiaries    17


		
	15.
	Further Assurances    17


		
	16.
	Governing Law    17


		
	17.
	Invalidity of Provision    17


		
	18.
	Waiver    17


		
	19.
	Notices    18


		
	20.
	Headings    19


		
	21.
	Counterparts    19


		
	22.
	Entire Agreement    19


		
	23.
	Injunctive Relief    19


		
	24.
	Defined Terms    19













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STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of November 19, 2010 (this “Agreement”), among Roadhouse Holding Inc., a Delaware corporation (the “Company”), Kelso Investment Associates VIII, L.P. (“KIA VIII”), a Delaware limited partnership, KEP VI, LLC, a Delaware limited liability company (“KEP VI” and, together with KIA VIII, the “Kelso Stockholders”), those employees of the Company or its subsidiaries named on the signature pages hereto or who otherwise become party to a party to this Agreement pursuant to Section 10.1 (collectively, the “Management Stockholders”) and any other Person who may become a party to this Agreement pursuant to Section 10.1 (together with the Kelso Stockholders and the Management Stockholders, the “Stockholders”).  Capitalized terms used herein without definition are defined in Section 24.
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of August 27, 2010, by and among Roadhouse Parent Inc., a Delaware corporation and indirect subsidiary of the Company (“Parent”), Roadhouse Merger Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), LRI Holdings, Inc., a Delaware corporation (“LRI”), and LRI Acquisition, LLC, as the stockholder’s representative, Merger Sub merged with and into LRI, with LRI surviving the merger (the “Merger”);
WHEREAS, LRI is the direct parent of Logan’s Roadhouse, Inc. a Tennessee corporation (“Logan’s”);
WHEREAS, as a result of the Merger, LRI, Logan’s and its Subsidiaries are indirect, wholly owned Subsidiaries of the Company; and
WHEREAS, each of the Stockholders and the Company desires to set forth herein certain terms and conditions governing the rights and obligations of the stockholders of the Company. 
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the parties hereto agree as follows:
1.Restrictions on Transfer of Common Stock.


1.1    Restrictions on Transfers by the Stockholders.
(a)The Stockholders (excluding the Kelso Stockholders) may not Transfer any shares of Common Stock, nor any interest therein nor any rights relating thereto, provided that shares of Common Stock held by any Stockholder may be Transferred (i) in the case of a Management Stockholder, pursuant to Section 1.1(b) (“Permitted Pledges”), (ii) in the case of a Management Stockholder, pursuant to 





Section 1.1(c) (“Estate Planning Transfers”) or, in case of his or her death, by will or by the laws of intestate succession, to his or her executors, administrators, testamentary trustees, legatees or beneficiaries, (iii) in the case of a Management Stockholder, pursuant to Section 2 (“Put Rights”), (iv) in the case of a Management Stockholder, pursuant to Section 3 (“Call Right”), (v) pursuant to Section 6.1 (“Tag-Along Rights”), (vi) pursuant to Section 6.2 (“Drag-Along Rights”), (vii) in accordance with Section 6.3 (“Involuntary Transfers”) or (viii) in connection with a registered offering pursuant to the Registration Rights Agreement.


(b)Permitted Pledges.  A Management Stockholder may pledge any or all shares of Common Stock now or hereafter owned by him or her, or grant a security interest therein to secure indebtedness of such Management Stockholder owing to a bank or other financial institution, in either case on terms and conditions approved by the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), provided, however, that any pledgee pursuant to this subsection (b) shall acquire only a security interest in such shares of Common Stock entitling such pledgee to (i) the proceeds from any sale of such shares made in compliance with the terms of this Agreement and (ii) any proceeds of any distribution to stockholders on account of the Common Stock in any liquidation as a result of any bankruptcy proceeding or the winding up of affairs of the Company, and in no event shall such pledgee be entitled to receive title to such shares or any other rights incident thereto other than those specified above.  The pledge agreements or other related financing agreements of any Management Stockholder shall be subject to and acknowledge the rights of the Company and the other Stockholders set forth herein and shall acknowledge the restrictions imposed on the pledgee’s security interest pursuant to this Section 1.1(b).


(c)Estate Planning Transfers.  Shares of Common Stock held by Management Stockholders may be Transferred for estate-planning purposes of such Management Stockholder, authorized by the prior written approval of the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), such approval not to be unreasonably withheld or delayed, to (i) a trust under which the distribution of the shares of Common Stock may be made only to beneficiaries who are such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, (ii) a charitable remainder trust, the income from which will be paid to such Management Stockholder during his or her life, (iii) a corporation, the stockholders of which are only such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants or (iv) a partnership or limited liability company, the partners or members of which are only such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants.

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2.Sale by Management Stockholders to the Company (“Put Rights”).


2.1    Right to Sell.  Subject to all subsections of this Section 2 and to Section 5 (“Prohibited Purchases”), each of the Management Stockholders shall have the right to sell to the Company, and the Company shall have the obligation to purchase from each such Management Stockholder, all, but not less than all, of such Management Stockholder’s shares of Common Stock following the termination of employment of such Management Stockholder, at their Fair Market Value (as defined in Section 4.2(a)), if the employment of such Management Stockholder with the Company or any subsidiary that employs such individual (or by the Company on behalf of any such subsidiary) (a) is terminated without Cause or (b) terminates as a result of (i) the death or Disability of such Management Stockholder, (ii) the resignation of such Management Stockholder for Good Reason or (iii) the voluntary departure of such Management Stockholder at or after the age of 65 (“Retirement”).


2.2    Notice.  If any Management Stockholder desires to sell shares of Common Stock pursuant to Section 2.1, he or she (or his or her estate, trust, corporation or partnership, as the case may be) shall notify the Company (a) not more than 180 days after a termination of employment as a result of the death or Disability of such Management Stockholder or (b) not more than 60 days after a termination of employment as a result of a termination without Cause, the resignation of such Management Stockholder for Good Reason or Retirement; provided that if the shares of Common Stock desired to be sold after a termination of employment as described in clause (b) of this Section 2.2 are shares of Common Stock acquired at any time by such Management Stockholder pursuant to an exercise of any stock options occurring within six months prior to the date of termination of employment of such Management Stockholder (including, without limitation, after the termination of employment), then the notice required by this Section 2.2 shall be given to the Company not earlier than six months and one day nor later than eight months after the acquisition of such shares.  Each such notice shall specify the number of shares of Common Stock such Management Stockholder owns at the time notice is given.


2.3    Payment.  Subject to Section 5 (“Prohibited Purchases”), payment for any shares of Common Stock sold by a Management Stockholder pursuant to Section 2.1 shall be made on the date that is 30 days (or the first business day thereafter if the 30th day is not a business day) following the date of the receipt by the Company of such Management Stockholder’s notice with respect to such shares pursuant to Section 2.2; provided, however, that in the event the Company is conducting an Appraisal as required under Section 4.1 and such Appraisal (as defined in Section 4.1) is not completed by such 30th day, then within five business days of the completion of the Appraisal.

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3.Right of the Company to Purchase from Management Stockholders (“Call Right”).


3.1    Right to Purchase.  Subject to all subsections of this Section 3 and to Section 5 (“Prohibited Purchases”), the Company shall have the right to purchase from each Management Stockholder, and each such Management Stockholder shall have the obligation to sell to the Company, all, but not less than all, of such Management Stockholder’s shares of Common Stock:


(i)at the Fair Market Value of such shares of Common Stock to be purchased if such Management Stockholder’s employment with the Company and any subsidiary that employs such individual is terminated as a result of (A) the termination by the Company and any such subsidiary (or by the Company on behalf of any such subsidiary) of such employment without Cause, (B) the death or Disability of such Management Stockholder, (C) the resignation of such Management Stockholder for Good Reason or (D) Retirement of such Management Stockholder;


(ii)at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 4.3) of such shares of Common Stock to be purchased if such Management Stockholder’s employment with the Company and any subsidiary that employs such individual is terminated by the Company and any such subsidiary (or by the Company on behalf of any such subsidiary) for Cause; or


(iii)at the Fair Market Value or the Carrying Value of such shares of Common Stock to be purchased, in the sole discretion of the Board (excluding such Management Stockholder and other members of the board who are designees of the Management Stockholders), if such Management Stockholder’s employment with the Company and any subsidiary that employs such individual is terminated by the Company or such Management Stockholder for any reason other than as a result of an event described in either subparagraph (i) or (ii) of this Section 3.1.


3.2    Notice.  If the Company desires to purchase shares of Common Stock from a Management Stockholder pursuant to Section 3.1, it shall notify such Management Stockholder (or his or her estate, trust, corporation or partnership, as the case may be) not more than 60 days after the termination of employment as a result of the event giving rise to the Company’s right to acquire such Management Stockholder’s shares of Common Stock; provided that, with respect to the Company’s purchase of shares of Common Stock acquired at any time by such Management Stockholder pursuant to an exercise of any stock options occurring within six months prior to the date 

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of termination of employment of such Management Stockholder (including, without limitation, after the termination of employment) in connection with any termination other than as a result of death, Disability or for Cause, the notice required by this Section 3.2 shall be given by the Company not earlier than six months and one day nor later than eight months after the acquisition of such shares.


3.3    Payment.  Subject to Section 5 (“Prohibited Purchases”), payment for any shares of Common Stock purchased by the Company pursuant to Section 3.1 shall be made on the date that is 30 days (or the first business day thereafter if the 30th day is not a business day) following the date of the receipt by a Management Stockholder of the Company’s notice with respect to such shares pursuant to Section 3.2; provided, however, that in the event the Company is conducting an Appraisal as required under Section 4.1 and such Appraisal is not completed by such 30th day, then within five business days of the completion of such Appraisal.


4.Purchase Price.


4.1    Appraisal.  The Company shall engage, from time to time at the discretion of the Board, but not less often than within 90 days after every fiscal year, commencing with the fiscal year ending on July 31, 2011, an independent valuation consultant or appraiser of recognized national standing, reasonably satisfactory to the Kelso Stockholders (the “Appraiser”), to appraise the Fair Market Value of the shares of Common Stock as of the last day of the calendar year then most recently ended or, at the request of the Company, as of any more recent date (the “Appraisal Date”), and to prepare and deliver a report to the Company describing the results of such appraisal (the “Appraisal”).  The Company shall bear the fees and expenses of each Appraisal.


4.2    Fair Market Value.


(a)The “Fair Market Value” of any share of Common Stock shall be (i) the fair market value of the entire equity interest of the Company taken as a whole, without additional premiums for control or discounts for minority interests or restrictions on transfer, divided by (ii) the number of outstanding shares of Common Stock, calculated on a fully-diluted basis, provided that the Board and the Appraiser shall be entitled to determine in its judgment the extent to which any stock options, the exercise price of which exceeds the Fair Market Value of the underlying shares of Common Stock, should be included in the calculation of the number of fully diluted shares of Common Stock.  


(b)The Fair Market Value of any share of Common Stock shall be calculated with reference to the most recent Appraisal and as of the most recent Appraisal Date prior to the date of the closing of the repurchase of such shares of Common Stock. 

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4.3    Carrying Value.  For the purposes of this Agreement, the “Carrying Value” of any share of Common Stock being purchased by the Company shall be equal to the price paid by the selling Management Stockholder for any such share, less the amount of dividends and other distributions, if any, paid in respect of such share.
5.Prohibited Purchases.  Notwithstanding anything to the contrary herein, the Company shall not be obligated or permitted to purchase any shares of Common Stock from a Management Stockholder under Section 2 or Section 3 to the extent that at such time (a) the Company is prohibited from purchasing such shares by applicable law, (b) the Company is prohibited from purchasing such shares by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its subsidiaries, including those to finance the acquisition of LRI at Closing, and any future acquisitions by the Company or recapitalizations of the Company or any of its Subsidiaries (the “Financing Documents”), (c) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, (d) the purchase of such shares would, or in the view of the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders) might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default, (e) the purchase of such shares would, in the view of the Board (after taking into account the advice of Logan’s then current chief executive officer and chief financial officer), be imprudent in view of the financial condition (present or projected) of the Company or any of its subsidiaries or the anticipated impact of the purchase of such shares on the Company’s or any of its subsidiaries’ ability to meet their respective obligations under any Financing Document or otherwise or (f) on the date on which the Company is required to make payment for such shares of Common Stock, the Company does not have sufficient cash to purchase such shares.  Notwithstanding anything to the contrary contained in this Agreement, if the Company is prohibited from purchasing any shares of Common Stock from a Management Stockholder under Section 2 or Section 3 as a result of the existence of any of the conditions described in clauses (a) through (e) of this Section 5, the Company may exercise its rights under Section 3 or the Company may satisfy its obligation under Section 2, as the case may be, by either (i) making the payment required under Section 2 or Section 3, as the case may be, at the earliest practicable date permitted under this Section 5 or (ii) in the case of each of clauses (b) through (e), pay the purchase price for such shares of Common Stock with a subordinated note which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents.



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6.Tag-Along and Drag-Along Rights.


6.1    Tag-Along Rights.


(a)In the event that at any time one or more Kelso Stockholders propose to sell shares of Common Stock owned by it to any person (a “Proposed Purchaser”), other than any Transfer (i) pursuant to a Registration or Rule 144 or (ii) to an Affiliate, then the Kelso Stockholders will promptly provide each other Stockholder written notice (a “Sale Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of Sale Notice (the “Material Terms”), including the aggregate number of shares of Common Stock the Proposed Purchaser is willing to purchase.  If within 30 days of the receipt of the Sale Notice, the Kelso Stockholders receive a written request (a “Sale Request”) to include shares of Common Stock held by one or more Stockholders in the Proposed Sale, the Common Stock so held by such Stockholders shall be so included as provided therein; provided, however, that any Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms or (y) otherwise mutually agreed to in writing by such Stockholders and the Kelso Stockholders.


(b)The number of shares of Common Stock that any Stockholder will be permitted to include in a Proposed Sale on a pro rata basis pursuant to a Sale Request will be equal to the product of (i) (A) the number of shares of Common Stock held by such Stockholder divided by (B) the number of shares of Common Stock held by all Stockholders participating in such Proposed Sale and (ii) the aggregate number of shares of Common Stock proposed to be sold in such Proposed Sale.


(c)Shares of Common Stock subject to a Sale Request will be included in a Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the shares of Common Stock which the Kelso Stockholders and their Affiliates propose to sell in the Proposed Sale.  Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by the Kelso Stockholders and the Company in connection with the Proposed Sale) and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Stockholder shall only be made by that Stockholder, (y) any indemnification provided by the Stockholders shall be based on the number of shares of Common Stock being sold by each Stockholder in the Proposed Sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the Proposed Purchaser and (z) that, with the consent of the Board and Logan’s then current chief executive officer, the Kelso Stockholders or any of their Affiliates may receive non-cash consideration in connection with the Proposed Sale that is different 

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from the consideration received by other Stockholders so long as the per share value of the consideration to be received by the Kelso Stockholders or any of their Affiliates is no greater than that to be received by such other Stockholders (as reasonably determined by the Board in good faith).


(d)Upon delivering a Sale Request, each Stockholder (excluding Kelso Stockholders and any Stockholder who is then not in possession of the certificate representing his or her shares of Common Stock as a result of a pledge of shares pursuant to Section 1.1(b)) will, if requested by the Kelso Stockholders (or any of their Affiliates), execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Kelso Stockholders (or any such Affiliate of the Kelso Stockholders) (a “Custody Agreement and Power of Attorney”) with respect to the shares of the Common Stock which are to be included in the Proposed Sale pursuant to this Section 6.1.  The Custody Agreement and Power of Attorney will provide, among other things, that each such Stockholder will deliver to and deposit in custody with KIA VIII, named as the custodian and attorney-in-fact therein, a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint KIA VIII as such Stockholder’s agent and attorney-in-fact with full power and authority to act under such Custody Agreement and Power of Attorney on behalf of such Stockholder with respect to the matters specified therein.


(e)Each Stockholder agrees that such Stockholder will execute such other agreements as the Kelso Stockholders (or any of their Affiliates) may reasonably request in connection with the consummation of a Proposed Sale and Sale Request and the transactions contemplated thereby, including, without limitation, any purchase, recapitalization or merger agreement, escrow agreement or other ancillary agreements, proxies, written consents in lieu of meetings or waivers of appraisal rights


(f)If one or more Kelso Stockholders sells or assigns shares of Common Stock owned by it to an Affiliate and then proposes to sell equity securities of such Affiliate to a Third Party Investor, then the sale of such Affiliate’s equity securities to such Third Party Investor shall be subject to the provisions of this Section 6.1 as if such sale were a sale of Common Stock, provided that this Section 6.1(f) shall not apply to any transfers (i) by any limited partners of KIA VIII of interests in KIA VIII or any alternative investment vehicle of KIA VIII or (ii) by any members or direct or indirect partners of KEP VI of any interest in KEP VI or any alternative investment vehicle of KEP VI.



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6.2    Drag-Along Rights.


(a)In the event that any time the Kelso Stockholders propose to sell shares of Common Stock owned by it to any Proposed Purchaser other than any Transfer (i) pursuant to a Registration or Rule 144, or (ii) to an Affiliate, and the shares proposed to be sold, together with all shares of Common Stock previously sold by the Kelso Stockholders would represent more than 75% of the aggregate number of shares of Common Stock owned by the Kelso Stockholders immediately after the Closing, then the Kelso Stockholders may provide each other Stockholder written notice (a “Drag-Along Notice”) of such Proposed Sale and the Material Terms thereof not less than 25 business days prior to the proposed closing date of the Proposed Sale and each such Stockholder hereby agrees to sell to such Proposed Purchaser that number of shares Common Stock equal to the product of (i) the number of shares of Common Stock then held by such Stockholder multiplied by (ii) the aggregate percentage of Common Stock held by the Kelso Stockholders and their Affiliates that is represented by the Common Stock that the Kelso Stockholders and their Affiliates propose to sell in the Proposed Sale.


(b)Shares of Common Stock subject to a Drag-Along Notice will be included in the Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the shares of Common Stock which the Kelso Stockholders and their Affiliates propose to sell in the Proposed Sale.  Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by the Kelso Stockholders and the Company in connection with the Proposed Sale) and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications, provided, however, that (x) any representations and warranties relating specifically to any Stockholder shall only be made by that Stockholder, (y) any indemnification provided by the Stockholders shall be based on the number of shares of Common Stock being sold by each Stockholder in the Proposed Sale either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the Proposed Purchaser and (z) that, with the consent of the Board and Logan’s then current chief executive officer, the Kelso Stockholders or any of their Affiliates may receive non-cash consideration in connection with the Proposed Sale that is different from the consideration received by other Stockholders so long as the per share value of the consideration to be received by the Kelso Stockholders or any of their Affiliates is no greater than that to be received by such other Stockholders (as reasonably determined by the Board in good faith).  No Stockholders shall exercise any dissenter’s rights with respect to the consummation of any such Proposed Sale pursuant to this Section 6.2.


(c)Each Stockholder will, if requested by the Kelso Stockholders (or any of their Affiliates), execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to the Kelso Stockholders (or any such Affiliate of the 

9




Kelso Stockholders) with respect to the shares of Common Stock which are to be included in the Proposed Sale pursuant to this Section 6.2.  The Custody Agreement and Power of Attorney will provide, among other things, that each such Stockholder will deliver to and deposit in custody with the Kelso Stockholders, named as the custodian and attorney-in-fact therein, a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly endorsed stock powers in blank) and irrevocably appoint the Kelso Stockholders as such Stockholder’s agent and attorney-in-fact with full power and attorney to act under a custody agreement and power of attorney on behalf of such Stockholder with respect to the matters specified therein.


(d)Each Stockholder agrees that such Stockholder will execute such other agreements as the Kelso Stockholders (or any Affiliate of the Kelso Stockholders) may reasonably request in connection with the consummation of a Proposed Sale and Drag-Along Notice and the transactions contemplated thereby, including, without limitation, any purchase, merger or recapitalization agreement, escrow agreement or other ancillary agreements, proxies, written consents in lieu of meetings or waivers of appraisal rights.
6.3    Involuntary Transfers.   Any transfer of title or beneficial ownership of shares of Common Stock upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Stockholder (each, an “Involuntary Transfer”) shall be void unless the Stockholder complies with this Section 6.3 and enables the Company to exercise in full its rights hereunder.  At least thirty days (or in any event as early as practicable) prior to any expected Involuntary Transfer of Common Stock, the Stockholder holding such Common Stock shall deliver to the Company a written notice of the expected Involuntary Transfer, including the number of shares that would be subject to such Involuntary Transfer (the “Subject Shares”) and the identity of the Person that would acquire the Subject Shares if the Involuntary Transfer were consummated. Such notice shall also state that such Stockholder is willing to sell the Subject Shares to the Company at the Fair Market Value of such Subject Shares.  Such notice shall constitute an irrevocable offer by such Stockholder to sell all of the Subject Shares to Company.  Within the 30-day period following the giving of such notice, Company shall be entitled to elect to purchase the Subject Shares at the price set forth in such notice. 


7.Preemptive Rights.  In the event that the Company or any of its Subsidiaries proposes to sell a New Issue to the Kelso Stockholders, one or more of their Affiliates or any Third Party Investor, each of the other Stockholders (provided, in the case of a Management Stockholder, that such Management Stockholder is employed by the Company or a Subsidiary at such time) shall have the right to purchase (the “Preemptive Right”), on the same terms and conditions as those of the proposed sale of the New Issue (including, without limitation, as to price), a portion of such shares of the 

10




New Issue to be sold equal to such Stockholder’s percentage ownership of the Common Stock as of a record date to be set by the Board not more than thirty (30) days prior to the date of such sale of the New Issue.  The Preemptive Right shall be exercisable for a 15-day period after the Company has given written notice of the proposed sale to such Stockholders (which notice shall be given on, prior to or as promptly as practicable after the date of the new issuance).  Such notice shall state (i) the number of shares of the New Issue to be offered to each Stockholder, (ii) the aggregate consideration to be paid for such shares by each Stockholder and (iii) the proposed date, time and location of the closing of such purchase (which shall occur within 30 days after the New Issue).  At the closing of each such additional purchase, the Company shall issue and deliver to each Stockholder stock certificates representing that number of fully paid and nonassessable shares of the New Issue (or executed agreements representing equity securities other than shares) that each such Stockholder has purchased pursuant to this Section 7 and each such Stockholder shall pay to the Company by wire transfer of immediately available funds the aggregate consideration for such equity securities.  Notwithstanding the foregoing or anything in this Section 7 to the contrary, the Company shall not be required to sell any shares of the New Issue to a Stockholder that is not an “accredited investor,” as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act.


8.Election of Directors.


(a)Each Stockholder (excluding the Kelso Stockholders) shall vote all of its shares of Common Stock and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or bylaws), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board, stockholder meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws), so that:


(i)the authorized number of directors on the Board shall be established by the Kelso Stockholders;


(ii)G. Thomas Vogel shall be elected to the Board for so long as he remains the chief executive officer of Logan’s and, following such time as G. Thomas Vogel ceases to be the chief executive officer of Logan’s, the then current chief executive officer of Logan’s shall be elected to the Board;



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(iii)the remainder of the directors, which will be designated by KIA VIII, shall be elected to the Board;


(iv)the composition of the board of directors of each of the Company’s subsidiaries (a “Subsidiary Board”) shall be determined only upon the approval of the Board;


(v)any committees of the Board or a Subsidiary Board shall be created only upon the approval of the Board;


(vi)the removal from the Board or a Subsidiary Board (with or without cause) of any representative designated pursuant hereto by the Kelso Stockholders shall be at the Kelso Stockholders’ written request, but only upon such written request and under no other circumstances; and


(vii)in the event that any representative designated pursuant hereto by KIA VIII for any reason ceases to serve as a member of the Board or a Subsidiary Board during his or her term of office, the resulting vacancy on the Board or the Subsidiary Board shall be filled by a representative designated by KIA VIII.


(b)If KIA VIII fails to designate a representative to fill a directorship pursuant to the terms of this Section 8, the election of a person to such directorship shall be accomplished in accordance with the Company’s by-laws and applicable law.


(c)In order to secure each Management Stockholder’s obligation to vote its shares of Common Stock and other voting securities of the Company in accordance with the provisions of Section 8 hereof, each Management Stockholder hereby appoints KIA VIII as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Person’s shares of Common Stock and other voting securities of the Company for the election and removal of directors and all such other matters as expressly provided for in this Section 8.  KIA VIII may exercise the irrevocable proxy granted to it hereunder at any time any Management Stockholder fails to comply with the provisions of this Section 8.  The proxies and powers granted by each Management Stockholder pursuant to this paragraph (c) are coupled with an interest and are given to secure the performance of the obligations under this Agreement.  Such proxies and powers will be irrevocable until the termination of this Agreement and will survive the death, incompetency and disability of each Management Stockholder and the holders of each of his or her respective shares of Common Stock.


9.Stock Certificate Legend.  A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company.  Each 

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certificate representing shares of Common Stock owned by the Stockholders shall bear upon its face the following legends, as appropriate:
		
	(a)
	“THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF NOVEMBER 19, 2010, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF (THE “STOCKHOLDERS AGREEMENT”).”




		
	(b)
	THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.”




In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states.
All Stockholders shall be bound by the requirements of such legends.  Upon a Registration of any shares of Common Stock, the certificate representing the registered shares shall be replaced, at the expense of the Company, with certificates not bearing the legends required by clauses (a) and (b) of this Section 9.
10.Covenants; Representations and Warranties.


10.1    New Management Stockholders.  Each of the Stockholders hereby agrees that any employee of the Company or any of its subsidiaries who after the 

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date of this Agreement is offered shares of any class of Common Stock or holds stock options exercisable into shares of Common Stock shall, as a condition precedent to the acquisition of such shares of Common Stock or the exercise of such stock options, as the case may be, (a) become a party to this Agreement by executing a joinder agreement in the form of Exhibit A attached hereto and (b) if such employee is a resident of a state with a community or marital property system, cause his or her spouse to execute a Spousal Waiver in the form of Exhibit B attached hereto, and deliver such executed joinder agreement and Spousal Waiver, if applicable, to the Company at its address specified in Section 19 hereof.  Upon such execution and delivery, such employee shall be a Management Stockholder for all purposes of this Agreement.  Subject to Section 12.4, with the consent of the Kelso Stockholders (and only the consent of the Kelso Stockholders), any Person who is not an employee of the Company or any of its subsidiaries may become a Stockholder under this Agreement by executing a joinder agreement in the form prescribed by the Company and such other agreements or documents as may reasonably be requested by the Company and delivering such executed joinder and other agreements and documents to the Company at its address specified in Section 19 hereof.


10.2    No Other Arrangements or Agreements.  Each Stockholder hereby represents and warrants to the Company and to each other Stockholder that, except for this Agreement, the Registration Rights Agreement, the applicable stock subscription agreements, if any, with the Company (collectively, the “Stock Subscription Agreements”) and, in the case of any affected Management Stockholder, any employment agreement with the Company and any stock option agreement of the Company applicable to such Management Stockholder, he or she has not entered into or agreed to be bound by any other arrangements or agreements of any kind with any other party with respect to the shares of Common Stock, including, but not limited to, arrangements or agreements with respect to the acquisition or disposition of Common Stock or any interest therein or the voting of shares of Common Stock (whether or not such agreements and arrangements are with the Company or any of its subsidiaries, or other Stockholders) and each Non-Kelso Stockholder agrees that, except as expressly permitted under this Agreement, he or she will not enter into any such other arrangements or agreements.


10.3    Additional Representations and Warranties.  Each Stockholder represents and warrants to the Company and each other Stockholder, as of the date such Stockholder becomes party to this Agreement, that:


(a)such Stockholder has the power, authority and capacity (or, in the case of any Stockholder that is a corporation, limited liability company or limited partnership, all corporate limited liability company or limited partnership power and authority, as the case may be) to execute, deliver and perform this Agreement;

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(b)in the case of a Stockholder that is a corporation, limited liability company or limited partnership, the execution, delivery and performance of this Agreement by such Stockholder has been duly and validly authorized and approved by all necessary corporate, limited liability company or limited partnership action, as the case may be;


(c)in the case of a Stockholder that is a trust, other vehicle for the benefit of a Person or other entity or account, no consent of any beneficiary is required for the execution, delivery and performance of this Agreement;


(d)in the case of a Stockholder who is married and the Shares of such Stockholder constitute community property or otherwise requires spousal or other approval for this Agreement to be legal, valid and binding with respect to the Shares, this Agreement has been validly authorized and approved by, and constitutes a valid and binding agreement of, such Stockholder’s spouse, enforceable against such spouse in accordance with its terms;


(e)this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and legally binding obligation of such Stockholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity; 


(f)the execution, delivery and performance of this Agreement by such Stockholder does not and will not violate the terms of or result in the acceleration of any obligation under (i) any material contract, commitment or other material instrument to which such Stockholder is a party or by which such Stockholder is bound or (ii) in the case of a Stockholder that is a corporation, limited liability company or limited partnership, the certificate of incorporation and the by-laws, the certificate of formation and the limited liability company agreement, or the certificate of limited partnership and the limited partnership agreement, as the case may be; and


(g)if such employee is a resident of a state with a community or marital property system, such employee’s spouse has executed a Spousal Waiver in the form of Exhibit B attached hereto, and such employee has delivered such executed Spousal Waiver to the Company at its address specified in Section 19 hereof.


11.Amendment and Modification.  This Agreement may not be amended, modified or supplemented except by a written instrument signed by the Company and the Kelso Stockholders.  Notwithstanding the foregoing, this Agreement may not be amended, modified or supplemented without the prior written consent of a 

15




majority in interest of the Stockholders, excluding the Kelso Stockholders, (based on the aggregate number of shares of Common Stock owned by the Stockholders, excluding the Kelso Stockholders, at the time of such amendment, modification or supplement) if such amendment, modification or supplement could reasonably be expected to materially and adversely affect the Stockholders, excluding the Kelso Stockholders, it being understood that amendments to the provisions relating to the Board would not materially and adversely affect any Stockholders.  The Company shall notify all Stockholders promptly after any such amendment, modification or supplement shall have taken effect.


12.Parties.


12.1    Assignment by the Company.  The Company shall have the right to assign to the Kelso Stockholders all or any portion of its rights and obligations under Sections 2, 3, 5 and 6.3, provided that any such assignment or assumption is accepted by the Kelso Stockholders.  If the Company has not exercised its right to purchase shares of Common Stock pursuant to any such section within 15 days of receipt by the Company of the letter, notice or other occurrence giving rise to such right, then the Kelso Stockholders shall have the right to require the Company to assign such right.  The Kelso Stockholder shall have the right to assign to one or more of their Affiliates all or any of its rights to purchase shares of Common Stock pursuant to this Section 12.1.


12.2    Assignment Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns, provided that neither the Company nor any Non-Kelso Stockholder may assign any of its rights or obligations hereunder without the consent of the Kelso Stockholders unless, in the case of a Non-Kelso Stockholder, such assignment is in connection with a Transfer explicitly permitted by this Agreement and, prior to such assignment, such assignee complies with the requirements of Section 12.4.


12.3    Termination.  Any Stockholder who ceases to own shares of Common Stock or any interest therein, shall cease to be a party to, or Person who is subject to, this Agreement and thereafter shall have no rights or obligations hereunder, provided, however, that a Transfer of shares of Common Stock not explicitly permitted under this Agreement shall not relieve a Non-Kelso Stockholder of any of his or her obligations hereunder.  All rights and obligations pursuant to Sections 1, 2, 3, 4, 6, 7 and 8 of this Agreement shall terminate upon the occurrence of an IPO.  This entire Agreement shall terminate on a sale of Common Stock by the Kelso Stockholders to a Third Party Investor, whether in a stock sale transaction, merger or otherwise, (i) following which sale a majority of the issued and outstanding shares of Common Stock are owned by Third Party Investors.
12.4    Agreements to Be Bound.  Notwithstanding anything to the contrary contained in this Agreement, any Transfer of shares by a Non-Kelso Stockholder 

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(the “Transferor”) (other than pursuant to a Registration or to Section 2) shall be permitted under the terms of this Agreement only if the transferee of such Transferor (the “Transferee”) shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to the Company, and in the case of a Transferee of a Management Stockholder who resides in a state with a community property system, such Transferee causes his or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit A attached hereto.  Upon the execution of the instrument of assumption by such Transferee and, if applicable, the Spousal Waiver by the spouse of such Transferee, such Transferee shall enjoy all of the rights and shall be subject to all of the restrictions and obligations of the Transferor of such Transferee, including, without limitation, if such Transferor was a Management Stockholder, the provisions of Section 2 and 3 (which shall continue to apply as though such Transferor were still the holder of such shares).


13.Recapitalizations, Exchanges, etc.  Except as otherwise provided herein, the provisions of this Agreement shall apply to the full extent set forth herein with respect to (a) the shares of Common Stock and (b) any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution for the shares of Common Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise.  All share numbers and percentages shall be proportionately adjusted to reflect any stock split, stock dividend or other subdivision or combination effected after the date hereof.
  
14.No Third Party Beneficiaries.  Except as otherwise provided herein, this Agreement is not intended to confer upon any Person, except for the parties hereto, any rights or remedies hereunder.


15.Further Assurances.  Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto or Person subject hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


16.Governing Law.  This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.  Each Stockholder irrevocably submits to the nonexclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the 

17




subject matter hereof.  Each Stockholder hereby consents to service of process made in accordance with Section 19.


17.Invalidity of Provision.  The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.


18.Waiver.  Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived.  No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party to assert its or his or her rights hereunder on any occasion or series of occasions.


19.Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery, (d) sent by fax or (e) sent by email with a response confirming receipt, as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):


(i)If to the Company:
Roadhouse Holding Inc.
3011 Armory Drive, Suite 300
Nashville, TN 37204
Attention: Amy Bertauski
Facsimile No.: 615-885-9057
Email: amyb@logansroadhouse.com


with a copy to the Kelso Stockholders at their address set forth below.


(ii)If to a Non-Kelso Stockholder, to his or her attention at such Non-Kelso Stockholder’s address set forth on the signature pages hereto or joinder to this Agreement.


(iii)If to the Kelso Stockholders, to them at:
Kelso & Company
320 Park Avenue, 24th Floor

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New York, New York  10022
Attention:  James J. Connors II, Esq. 
Facsimile No.: 212-223-2379
Email: jconnors@kelso.com


All such notices, requests, demands, waivers and other communications shall be deemed to have been received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.
20.Headings.  The headings to sections in this Agreement are for the convenience of the parties only and shall not control or affect the meaning or construction of any provision hereof.


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


22.Entire Agreement.  This Agreement, the Registration Rights Agreement, the Stock Subscription Agreements and, in the case of any affected Management Stockholder, any employment agreement with the Company and any stock option agreement of the Company applicable to such Management Stockholder, constitute the entire agreement and understanding of the parties hereto with respect to the matters referred to herein.  This Agreement and the agreements referred to in the preceding sentence supersede all prior agreements and understandings among the parties with respect to such matters.  There are no representations, warranties, promises, inducements, covenants or undertakings relating to the shares of Common Stock, other than those expressly set forth or referred to herein, in the Registration Rights Agreement, the Stock Subscription Agreements or, in the case of any affected Management Stockholder, any employment agreement with the Company and any stock option agreement of the Company applicable to such Management Stockholder.


23.Injunctive Relief.  The shares of Common Stock cannot readily be purchased or sold in the open market, and for that reason, among others, the Company and the Stockholders will be irreparably damaged in the event this Agreement is not specifically enforced.  Each of the parties therefore agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement.  Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the Company or any Stockholder may have.  Each Stockholder hereby irrevocably submits to 

19




the non-exclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof.  Each Stockholder hereby consents to service of process made in accordance with Section 19.


24.Defined Terms.  As used in this Agreement, the following terms shall have the meanings ascribed to them below:


Affiliate:  Person that directly, or indirectly controls, or is controlled by, or is under common control with, the Person specified.
Board:  the board of directors of the Company.
Cause:  (i) with respect to any Management Stockholder who has an employment agreement with the Company or any of its Subsidiaries that defines “Cause” has the meaning set forth in such employment agreement and (ii) with respect to any other Management Stockholder means (a) such Management Stockholder’s substantial and repeated failure to perform substantially his duties as an employee of the Company or any of its Subsidiaries, (b) such Management Stockholder’s personal dishonesty, fraud, or willful misconduct in the management of the Company’s business, violation of the Company’s race or gender anti-harassment policies, (c) any conviction of, or the entering of a plea of guilty or nolo contendere to, a crime that constitutes a felony, or any willful or material violation by such Management Stockholder of any federal, state or foreign securities laws, (d) any conviction of any other criminal act or act of material dishonesty, fraud or misconduct by such Management Stockholder, in each case, that is materially injurious to the property, operations, business or reputation of the Company or any of its Subsidiaries, or (e) the willful and material breach by such Management Stockholder of any written covenant or agreement with the Company or any of its Subsidiaries or Affiliates not to disclose any confidential information or not to compete with the Company or any of its Subsidiaries or Affiliates.
Closing:  the closing of the acquisition of LRI pursuant to the Merger Agreement.
Common Stock:  the common stock of the Company, par value $0.01 per share.
Disability:  (i) with respect to any Management Stockholder who has an employment agreement with the Company or any of its Subsidiaries that defines “Disability” has the meaning set forth in such employment agreement and (ii) with respect to any other Management Stockholder means such Management Stockholder’s incapacity due to physical or mental illness that (a) as determined by the Board in its reasonable discretion, shall have prevented such Management Stockholder from 

20




performing his or her duties for the Company or any of its Subsidiaries on a full-time basis for a period of 90 consecutive days or a total of 180 days during any 12-month period or (b)(i) the Board determines is likely to prevent such Management Stockholder from so performing for such period and (ii) 30 days has elapsed since delivery to such Management Stockholder of written notice of the Board’s determination and such Management Stockholder has not resumed such performance (in which case the date of termination in the case of a termination for “Disability” shall be deemed to be the last day of such 30-day period).
Good Reason:  (i) with respect to any Management Stockholder who has an employment agreement with the Company or any of its Subsidiaries that defines “Good Reason”, Good Reason as defined in such employment agreement and (ii) with respect to any other Management Stockholder, means the receipt of a directive or notice (which is not rescinded within the ten (10) business day period immediately following the Management Stockholder providing the company with a written objection to such directive or notice, which objection shall be provided within thirty (30) days following the date on which the Management Stockholder receives such directive or notice or be deemed consented to) which (A) moves the Management Stockholder’s primary work site outside a 25-mile radius from his or her then primary work site, (B) materially diminishes the scope of the Management Stockholder’s duties or responsibilities or (C) reduces the Management Stockholder’s base salary or arbitrarily and without reasonable business justification reduces the Management Stockholder’s bonus opportunities or equity compensation opportunities (when compared with the levels of opportunity then applicable to other similarly situated employees of the Company).
IPO:  an underwritten initial public offering of Common Stock having an aggregate offering value (measured by the Company’s proceeds before underwriters’ discounts and selling commissions) of at least $50 million and after which an established trading market exists for the Common Stock.
New Issue:  (i) any shares of equity securities, whether authorized now or not; (ii) any rights, options or warrants to purchase equity securities; and (iii) any securities that are, or may become, convertible into or exchangeable for Common Stock or other equity securities; provided that, the term “New Issue” does not include:  (A) any securities offered to the public pursuant to a registration statement approved by the Board and filed pursuant to the Securities Act (provided, that the Registration Rights Agreement shall not have then been terminated); (B) any securities issued as acquisition consideration in connection with the acquisition of another Person by the Company by merger, stock purchase, purchase of substantially all the assets of such Person or otherwise or other reorganization approved by the Board; (C) any securities issued in connection with any borrowings by the Company or any of its Subsidiaries from recognized financial institutions that are not affiliated with any Stockholder, which are approved by the Board, whether or not presently authorized, including any type of loan or 

21




payment evidenced by any type of debt instrument; (D) any securities issued in connection with any equipment leases in the ordinary course of business that are approved by the Board; (E) any shares of Common Stock or other securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option plan, stock purchase plan, stock bonus arrangement or other similar plan approved by the Board; (F) any securities issued in connection with any stock split, reverse stock split, stock dividend, merger, recapitalization or other similar event if an adjustment has been made to the shares held by all Stockholders as a result of such event and (G) with the consent of Logan’s then current chief executive officer, one or more sales of securities to any Third Party Investor not exceeding $10 million in the aggregate.
Person:  an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Registration:  the closing of a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended.
Registration Rights Agreement:  the Registration Rights Agreement, dated as of the date hereof, among the parties hereto. 
Stock Subscription Agreements: each of (i) the Subscription Agreements by and between the Company and each of the Management Stockholders party hereto and (ii) the Subscription Agreements of even date herewith by and between the Company and the Kelso Stockholders.
Subsidiary:  any corporation a majority of whose outstanding voting securities is owned, directly or indirectly, by the Company.
Third Party Investor:  any Person other than an Affiliate of the Kelso Stockholders.
Transfer:  any direct or indirect sale, assignment, mortgage, transfer, pledge, hypothecation or other disposal.



22




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
	
	
	ROADHOUSE HOLDING INC. 
 
 
By:       
   Name:  
   Title:

	Kelso Stockholders:

	KELSO INVESTMENT ASSOCIATES VIII, L.P. 
 
By: Kelso GP VIII, L.P., its general partner 
By: Kelso GP VIII, LLC, its general partner 
 
By:                    
      Name:   James J Connors II, Esq. 
      Title:   Managing Member




KEP VI, LLC


By:                    
      Name:   James J Connors II, Esq. 
      Title:           Managing Member







[Signature Page to Roadhouse Holding Inc. Stockholders’ Agreement]










	
		
	Management Stockholder:
	Address for notices:

	       
Stephen R. Anderson 
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 



	       
Amy  L. Bertauski
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 





	       
David Cavallin
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 







[Signature Page to Roadhouse Holding Inc. Stockholders’ Agreement]








	
		
	Management Stockholder:
	Address for notices:

	       
Scott Dever
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 



	       
Robert Effner
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 







	       
James B. Kuehnhold
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 











[Signature Page to Roadhouse Holding Inc. Stockholders’ Agreement]








	
		
	Management Stockholder:
	Address for notices:

	       
Paul S. Pendleton 
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 



	       
Lynne D. Wildman
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 





	       
George T. Vogel
	                                                                               
                                                                             
                                                                                      


Email:                                  Fax: 















[Signature Page to Roadhouse Holding Inc. Stockholders’ Agreement]




Exhibit A


MANAGEMENT STOCKHOLDER JOINDER AGREEMENT


Reference is hereby made to the Stockholders Agreement, dated as of November 19, 2010 (as the same has been and may be amended, supplemented or modified from time to time, the “Stockholders Agreement”), among Roadhouse Holding Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company whose name appears on the signature pages thereto or who became a party thereto.
The undersigned signatory agrees, by execution hereof, to become a party to, to adhere to and to be bound by the terms and provisions of the Stockholders Agreement as a Management Stockholder (as defined in the Stockholders Agreement) party thereto and to have the rights and be subject to the restrictions, conditions and obligations of a Management Stockholder set forth in the Stockholders Agreement.  This joinder agreement shall take effect and shall become a part of said Stockholders Agreement as of the date first written above (or, if earlier, the effective date of the relevant issuance or transfer of the shares of capital stock to the undersigned). 


[NAME OF NEW STOCKHOLDER]


		
	By:
	      


		
	Name:
	      


		
	Title:
	      


Address:        
      
      
Email:                                 




Acknowledged by:


ROADHOUSE HOLDING INC.


By:___________________________
Name:
Title:







Exhibit B


SPOUSAL ACKNOWLEDGEMENT
The undersigned is fully aware of, understands and fully consents and agrees to the provisions of the Stockholders Agreement of Roadhouse Holding Inc., dated as of November __, 2010, as the same shall be amended from time to time (the “Agreement”), and its binding effect upon any community property interests or similar marital property interests in the shares of Common Stock the undersigned may now or hereafter own, and agrees that the termination of the undersigned’s marital relationship with any Stockholder for any reason shall not have the effect of removing any shares of Common Stock otherwise subject to this Agreement from the terms of this Agreement and that the undersigned’s awareness, understanding, consent and agreement are evidenced by the execution hereof.
 
_________________________ 
Name:









Exhibit B
Form of Joinder to Stockholders Agreement











MANAGEMENT STOCKHOLDER JOINDER AGREEMENT


May ___, 2015


Reference is hereby made to the Stockholders Agreement, dated as of November 19, 2010 (as the same has been and may be amended, supplemented or modified from time to time, the “Stockholders Agreement”), among Roadhouse Holding Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company whose name appears on the signature pages thereto or who became a party thereto.
The undersigned signatory agrees, by execution hereof, to become a party to, to adhere to and to be bound by the terms and provisions of the Stockholders Agreement as a Management Stockholder (as defined in the Stockholders Agreement) party thereto and to have the rights and be subject to the restrictions, conditions and obligations of a Management Stockholder set forth in the Stockholders Agreement.  This joinder agreement shall take effect and shall become a part of said Stockholders Agreement as of the date first written above (or, if earlier, the effective date of the relevant issuance or transfer of the shares of capital stock to the undersigned). 




		
	By:
	     


		
	Name:
	  Samuel Nicholas Borgese


		
	Title:
	  President and Chief Executive Officer


Address:        
      
      
Email:                                 




Acknowledged by:


ROADHOUSE HOLDING INC.


By:___________________________
Name: Nicole A. Williams
Title:







SPOUSAL ACKNOWLEDGEMENT
The undersigned is fully aware of, understands and fully consents and agrees to the provisions of the Stockholders Agreement of Roadhouse Holding Inc., dated as of November 19, 2010, as the same shall be amended from time to time (the “Agreement”), and its binding effect upon any community property interests or similar marital property interests in the shares of Common Stock the undersigned may now or hereafter own, and agrees that the termination of the undersigned’s marital relationship with any Stockholder for any reason shall not have the effect of removing any shares of Common Stock otherwise subject to this Agreement from the terms of this Agreement and that the undersigned’s awareness, understanding, consent and agreement are evidenced by the execution hereof.


_________________________
Name:











Exhibit C
Registration Rights Agreement





























REGISTRATION RIGHTS AGREEMENT








ROADHOUSE HOLDING INC.








Dated as of November 19, 2010






















    











TABLE OF CONTENTS
Page
1.  Registrations Upon Request.        1
1.1  Requests by the Kelso Stockholders        1
1.2  Registration Statement Form        3
1.3  Expenses        3
1.4  Priority in Demand Registrations        4
2.  Piggyback Registrations        4
3.  Registration Procedures        6
4.  Underwritten Offerings.        10
4.1  Underwriting Agreement        10
4.2  Selection of Underwriters        11
5.  Holdback Agreements.        11
6.  Preparation; Reasonable Investigation        13
7.  No Grant of Future Registration Rights        13
8.  Indemnification        13
8.1  Indemnification by the Company        13
8.2  Indemnification by the Sellers        14
8.3  Notices of Claims, etc.        15
8.4  Other Indemnification        15
8.5  Indemnification Payments        16
8.6  Other Remedies        16
9.  Representations and Warranties        17
10.  Definitions        17
11.  Miscellaneous.        19
11.1  Rule 144, etc        19
11.2  Successors, Assigns and Transferees        20
11.3  Stock Splits, etc.        20
11.4  Amendment and Modification        21
11.5  Additional Stockholders        21
11.6  Governing Law, etc.        21
11.7  Invalidity of Provision        21
11.8  Notices        21
11.9  Headings; Execution in Counterparts        23
11.10  Injunctive Relief        23
11.11  Term        23
11.12  Further Assurances        23
11.13  No Third Party Beneficiaries.        23
11.14  Entire Agreement        24

i




REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2010 among Roadhouse Holding Inc., a Delaware corporation (the “Company”), Kelso Investment Associates VIII, L.P. (“KIA VIII”), a Delaware limited partnership, KEP VI, LLC, a Delaware limited liability company (“KEP VI” and, together with KIA VIII, the “Kelso Stockholders”), those employees of the Company or its subsidiaries named on the signature pages hereto (collectively, the “Management Stockholders”) and any other Person who may become a party to this Agreement pursuant to Section 11.5 (together with the Kelso Stockholders and the Management Stockholders, the “Stockholders”).  Capitalized terms used herein without definition are defined in Section 10.
WHEREAS, the Kelso Stockholders and the Management Stockholders have purchased or, simultaneously with the execution of this Agreement, are purchasing shares of Common Stock; 
WHEREAS, the parties hereto wish to set forth certain rights and obligations with respect to the registration of the shares of Common Stock under the Securities Act.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the parties hereto agree as follows:
1.Registrations Upon Request.  
1.1    Requests by the Kelso Stockholders.  
(a)Notice of Request.  At any time, and from time to time, the Kelso Stockholders shall have the right to request that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by the Kelso Stockholders, each such request to specify the intended method or methods of disposition thereof (it being understood that the right to request registration on a Shelf Registration Statement shall be governed by Section 1.1(b)).  Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 1.4, use its best efforts to effect the prompt registration under the Securities Act of:
(i)  the Registrable Securities which the Company has been so requested to register by the Kelso Stockholders, and





(ii)  all other Registrable Securities which the Company has been requested to register by the holders thereof (provided that such request shall not be for a greater portion of such holder’s Registrable Securities than the portion requested by the Kelso Stockholders) by written request given to the Company by such holders within 15 days after the giving of such written notice by the Company to such holders,
all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of the Kelso Stockholders.
(b)    Shelf Registration.  The right of the Kelso Stockholders to request a registration of Registrable Securities pursuant to Section 1.1(a) shall include the right to request that the Company file a registration statement to permit the requesting holder to sell Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) in accordance with the intended method or methods of disposition by such requesting holder (a “Shelf Registration Statement”).  Notwithstanding anything to the contrary herein, 
(i)  upon any Shelf Registration Statement having been declared effective, the Company shall use reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earlier of (x) such time as all Registrable Securities that could be sold under such Shelf Registration Statement have been sold or are no longer outstanding and (y) two years from the date of effectiveness; 
(ii)  if at any time following the effectiveness of any Shelf Registration Statement, the Kelso Stockholders desire to sell Registrable Securities pursuant thereto, the Kelso Stockholders shall notify the Company of such intent at least ten Business Days prior to any such sale (any such proposed transaction, a “Take-down Transaction”), and the Company thereupon shall, subject to Section 1.1(c), prepare and file within ten Business Days a prospectus supplement or post-effective amendment to the Shelf Registration Statement, as necessary, to permit the consummation of such Take-down Transaction;
(iii)  upon receipt of notice from the Kelso Stockholders regarding a Take-down Transaction as provided in clause (ii) of this Section 1.1(b), the Company shall immediately deliver notice to any other holders of Registrable Securities whose Registrable Securities have been included in such Shelf Registration Statement and shall permit such holders to participate in such Take-down Transaction (subject to Section 1.4), it being understood, for the avoidance of 

2




doubt, that no holder other than the Kelso Stockholders shall have the right to initiate a Take-Down Transaction; and
(iv)  each holder who participates in a Take-Down Transaction shall be deemed through such participation to have represented to the Company that any information previously supplied by such holder, unless modified by such holder by written notice to the Company, remains  accurate as of the date of the prospectus supplement or amendment to the Shelf Registration Statement, as applicable.
(c)Blackout.  Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good faith judgment, after consultation with a firm of nationally recognized underwriters, that a requested registration under this Section 1.1 will have a material and adverse effect on the offering price of a then contemplated IPO, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect such registration during the period starting with the 30th day immediately preceding the date of anticipated filing by the Company of the registration statement and ending on the later of (i) a date 60 days following the effective date of the registration statement relating to such IPO or (ii) such later date (not to exceed 180 days) as may be required by the managing underwriter of the IPO; provided that at all times the Company is in good faith using all reasonable efforts to cause such registration statement to be filed as soon as possible; and provided, further, that such period shall end on such earlier date as may be permitted by the underwriters of such underwritten public offering, and (b) if the Company shall at any time (including upon receipt of notice regarding a Take-down Transaction) furnish to the Kelso Stockholders a Material Event Notice, the Company may defer the filing (but not the preparation) of a registration statement (or prospectus supplement or post-effective amendment, as applicable) to be filed pursuant to this Section 1.1 for up to 60 days (but the Company shall use its best efforts to complete the transaction and file the registration statement as soon as possible).


1.2    Registration Statement Form.  A registration requested pursuant to Section 1.1 shall be effected by the filing of a registration statement on a form agreed to by the Kelso Stockholders.  


1.3    Expenses.  The Company shall pay all Registration Expenses in connection with any registration requested under Section 1.1; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share 

3




(based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any.


1.4    Priority in Demand Registrations.  If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its view, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, first, the Registrable Securities of the Stockholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effect.  Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the Kelso Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation of such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration.  In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.


2.    Piggyback Registrations.  If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration.  Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis 

4




(based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a)(i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b)if, at any time after giving written notice (pursuant to this Section 2)  of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Kelso Stockholders that a registration be effected under Section 1.1; and
(c)if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis 

5




(based on the number of shares of Registrable Securities owned by each such Stockholder).


The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any.  No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
3.    Registration Procedures.  Subject to Section 1.1(b), if and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Sections 1.1 or 2, the Company shall promptly:
(a)prepare, and as soon as practicable, but in any event within 60 days thereafter, file with the Commission, a registration statement with respect to such Registrable Securities, make all required filings with FINRA and use its best efforts to cause such registration statement to become effective as soon as practicable;
(b)prepare and promptly file with the Commission such amendments and post-effective amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for so long as is required to comply with the provisions of the Securities Act and to complete the disposition of all securities covered by such registration statement in accordance with the intended method or methods of disposition thereof, but (other than in the case of a Shelf Registration Statement) in no event for a period of more than six months after such registration statement becomes effective;
(c)furnish copies of all documents proposed to be filed with the Commission in connection with such registration to (i) counsel selected by the Kelso Stockholders, which counsel may also be counsel to the Company, and (ii) each seller of Registrable Securities (provided, that in the case of the initial filing of a registration statement, such furnishing of copies may occur within five business days of such initial filing) and such documents shall be subject to the review of such counsel (which review shall be reasonably prompt); provided that the Company shall not file any registration statement or any amendment or post-effective amendment or supplement to such registration statement or the prospectus used in connection therewith to which such counsel shall have reasonably objected on the grounds that such 

6




registration statement amendment, supplement or prospectus does not comply (explaining why) in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder;
(d)furnish to each seller of Registrable Securities, without charge, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits and documents filed therewith) and such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller in accordance with the intended method or methods of disposition thereof;
(e)use its best efforts to register or qualify such Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable such seller to consummate the disposition of such Registrable Securities in such jurisdictions in accordance with the intended method or methods of disposition thereof; provided that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, subject itself to taxation in any jurisdiction wherein it is not so subject, or take any action which would subject it to general service of process in any jurisdiction wherein it is not so subject;
(f)use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities in accordance with the intended method or methods of disposition thereof;
(g)in any underwritten offering, furnish to the Kelso Stockholders:
i.an opinion of counsel for the Company experienced in securities law matters, dated the effective date of the registration statement (and, if such registration includes an underwritten public offering, the date of the closing under the underwriting agreement), and
ii.a “comfort” letter, dated the effective date of such registration statement (and if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public 

7




accountants who have issued an audit report on the Company’s financial statements included in the registration statement, 
covering such matters as are customarily covered in opinions of counsel and in accountants’ letters delivered to the underwriters in underwritten public offerings of securities and such other matters as the Kelso Stockholders may reasonably request;
(h)notify each seller of any Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event or existence of any fact as a result of which the prospectus included in such registration statement, as then in effect, includes an 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 in light of the circumstances then existing,  (i) in the case of a Shelf Registration Statement, if a Stockholder has provided notice of an intent to sell, within five Business Days of such notice and (ii) in the case of any other registration statement hereunder, as promptly as is practicable but in any event, no later than 30 days after the Company receives notice of such event(s) or fact(s) (except in the case of clause (i) or (ii) to the extent the Company delivers a Material Event Notice, in which case such period may be up to 60 days but shall end upon public disclosure of the material transaction which necessitated such Material Event Notice), prepare and furnish to such seller 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 purchasers 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 in light of the circumstances then existing;
(i)otherwise comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement of the Company (in form complying with the provisions of Rule 158 under the Securities Act) covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of such registration statement;
(j)notify each seller of any Registrable Securities covered by such registration statement (i) when the prospectus or any prospectus supplement or post‐effective amendment has been filed, and, with respect to such registration statement or any post‐effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the 

8




Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceedings for any of such purposes;
(k)use every reasonable effort to obtain the lifting of any stop order that might be issued suspending the effectiveness of such registration statement at the earliest possible moment;
(l)use its best efforts (i) (A) to list such Registrable Securities on any securities exchange on which the equity securities of the Company are then listed or, if no such equity securities are then listed, on an exchange selected by the Company, if such listing is then permitted under the rules of such exchange, or (B) if such listing is not practicable, to secure designation of such securities as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable Securities, and, without limiting the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA, and (ii) to provide an independent transfer agent and registrar for such Registrable Securities not later than the effective date of such registration statement and to instruct such transfer agent (A) to release any stop transfer order with respect to the certificates with respect to the Registrable Securities being sold and (B) to furnish certificates without restrictive legends representing ownership of the shares being sold, in such denominations requested by the sellers of the Registrable Securities or the lead underwriter;
(m)enter into such agreements and take such other actions as the sellers of Registrable Securities or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, preparing for, and participating in, such number of “road shows” and all such other customary selling efforts as the underwriters reasonably request in order to expedite or facilitate such disposition;
(n)furnish to any holder of such Registrable Securities, and to any underwriter, counsel, accountant or other agent retained by such holder or underwriter on a confidential basis such information and assistance as such holder or underwriter may reasonably request in connection with any “due diligence” effort which such seller deems appropriate; and
(o)use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.
As a condition to its registration of Registrable Securities of any prospective seller, the Company may require such seller of any Registrable Securities as to which any registration is being effected to execute powers-of-attorney, custody 

9




arrangements and other customary agreements appropriate to facilitate the offering and to furnish to the Company such information regarding such seller, its ownership of Registrable Securities and the disposition of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by law in connection therewith.  Each such holder agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder not materially misleading.
The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, which refers to any holder of Registrable Securities, or otherwise identifies any holder of Registrable Securities as the holder of any Registrable Securities, without the consent of such holder, such consent not to be unreasonably withheld or delayed, unless such disclosure is required by law, in which case the Company will provide written notice to such holder no less than five days prior to such amendment of or supplement to the prospectus.
By acquisition of Registrable Securities, each holder of such Registrable Securities shall be deemed to have agreed that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h), such holder will promptly discontinue such holder’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(h).  If so directed by the Company, each holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, in such holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.  In the event that the Company shall give any such notice, the period mentioned in Section 3(a) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3(h).
4.    Underwritten Offerings.
4.1    Underwriting Agreement.  If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the underwriters and to the Kelso Stockholders.  Any such underwriting agreement shall contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in 

10




agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8.  Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the Common Stock (computed on a fully diluted basis) at the time of such offering and any other holder of Registrable Securities selling shares of Common Stock in such underwritten offering requested by such underwriter shall be a party to such underwriting agreement and may, at such holder’s option, require that any or all of the representations and warranties by, and the agreements on the part of, the Company to and for the benefit of such underwriters be made to and for the benefit of such holder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities.  No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as a director or officer of the Company) shall be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, the ownership of such holder’s Registrable Securities and such holder’s intended method or methods of disposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by such holder pursuant to Section 8.2.


4.2    Selection of Underwriters.  If the Company at any time proposes to register any of its securities under the Securities Act for sale for its own account pursuant to an underwritten offering, the Company will have the right to select the managing underwriter (which shall be of nationally recognized standing) to administer the offering, with consent of the Kelso Stockholders, such consent not to be unreasonably withheld.  Notwithstanding the foregoing sentence, whenever a registration requested pursuant to Section 1.1 is for an underwritten offering, the Kelso Stockholders will have the right to select the managing underwriter (which shall be of nationally recognized standing) to administer the offering, but only with the approval of the Company, such approval not to be unreasonably withheld.


5.    Holdback Agreements.
(a)If and whenever the Company proposes to register any of its equity securities under the Securities Act for its own account (other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity) or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 1.1 or 2, each (x) Kelso Stockholder, upon written request of the managing underwriter for any underwritten offering, agrees and (y) holder of Registrable Securities (other than the Kelso Stockholders) agrees by acquisition of such Registrable 

11




Securities not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, or to request registration under Section 1.1 of any Registrable Securities within seven days prior to and 90 days (unless advised by the managing underwriter that a longer period, not to exceed 180 days, is required, or such shorter period as the managing underwriter for any underwritten offering may agree) after the effective date of the registration statement relating to such registration (the “Trigger Date”), except as part of such registration or unless, in the case of a sale or distribution not involving a public offering, the transferee agrees in writing to be subject to this Section 5, even if such Registrable Securities cease to be Registrable Securities upon such transfer; provided that, with respect to any Shelf Registration Statement, the Trigger Date shall be the pricing of any offering made under such registration statement.  If requested by such managing underwriter, each holder of Registrable Securities agrees to execute an agreement to such effect with the Company and consistent with such managing underwriter’s customary form of holdback agreement.
(b)The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities within seven days prior to and 90 days (or such longer period, not to exceed 180 days, which may be required by the managing underwriter, or such shorter period as the managing underwriter may agree) after the Trigger Date with respect to any registration statement filed pursuant to Section 1.1 (except (i) as part of such registration, (ii) as permitted by any related underwriting agreement, (iii) pursuant to an employee equity compensation plan, (iv) pursuant to an acquisition or strategic relationship, bank or equipment financing or similar transaction, (v) pursuant to a registration on Form S-4 or S-8 or any successor form and (vi) pursuant to a registration of securities which are a combination of debt and equity; provided that, with respect to any Shelf Registration Statement, the Trigger Date shall be the pricing of any offering made under such registration statement.  In addition, if, and to the extent requested by the managing underwriter, the Company shall use its best efforts to cause each holder (other than any holder already subject to Section 5(a)) of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, whether outstanding on the date of this Agreement or issued at any time after the date of this Agreement (other than any such securities acquired in a public offering), to agree not to effect any such public sale or distribution of such securities during such period, except as part of any such registration if permitted, and to cause each such holder to enter into an agreement to such effect with the Company and consistent with such managing underwriter’s customary form of holdback agreement.

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6.    Preparation; Reasonable Investigation.  In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company shall give the underwriters, counsel to such underwriters and counsel referred to in clause (c) of Section 3 the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and shall give such counsel access to the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements in each case as shall be reasonably requested by such underwriters, counsel to such underwriters, accountants, agents and counsel for holders of Registrable Securities in connection with such registration statement.


7.    No Grant of Future Registration Rights.  Except for Persons who become party to this Agreement in accordance with Section 11.5, the Company shall not grant any other demand or piggyback registration rights to any other Person without the prior written consent of the Kelso Stockholders.


8.    Indemnification.
8.1    Indemnification by the Company.  In the event of any registration of any Registrable Securities pursuant to this Agreement, the Company shall indemnify, defend and hold harmless (a) each seller of such Registrable Securities, (b) the directors, members, stockholders, officers, partners, employees, agents and Affiliates of such seller, (c) each Person who participates as an underwriter in the offering or sale of such securities and (d) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the foregoing (“Controlling Persons”) against any and all losses, claims, damages or liabilities (or actions or proceedings in respect thereof), jointly or severally, directly or indirectly, based upon or arising out of (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus, summary prospectus or free writing prospectus (when taken together with the related prospectus) contained therein or used in connection with the offering of securities covered thereby, offering circular, notification, pricing disclosure or like document, or any amendment or supplement to any of the foregoing, or (ii) any omission or alleged omission to state a fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse each such indemnified party for any legal or any other expenses reasonably incurred by them in connection with enforcing its rights hereunder or under the underwriting agreement entered into in connection with such offering or investigating, preparing, pursuing or defending any such loss, claim, 

13




damage, liability, action or proceeding, except insofar as any such loss, claim, damage, liability, action, proceeding or expense arises out of or is based upon an untrue statement or omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, offering circular, notification, pricing disclosure, like document or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such seller or any of its Controlling Persons expressly for use in the preparation thereof in accordance with the second sentence of Section 8.2.  Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party and shall survive the transfer of such Registrable Securities by such seller.  If the Company is entitled to, and does, assume the defense of the related action or proceedings provided herein, then the indemnity agreement contained in this Section 8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed).


8.2    Indemnification by the Sellers.  The Company may require as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 1.1, or 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such Registrable Securities to indemnify and hold harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, its directors, officers, employees, agents and each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus, summary prospectus or free writing prospectus (when taken together with the related prospectus) contained therein, offering circular, notification, pricing disclosure or like document, or any amendment or supplement to any of the foregoing, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, amendment or supplement.  The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, offering circular, notification, pricing disclosure or like document relating to the Registrable Securities 

14




or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (b) the name and address of such holder and its Affiliates.  If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is specifically required by law to be disclosed in any such document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 8.2.  Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such Registrable Securities by such seller.  The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed).  The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement (or prospectus, as applicable).


8.3    Notices of Claims, etc.  Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 8, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action or proceeding; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 8, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice.  In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding.  Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying 

15




party shall pay all reasonable fees and expenses of such counsel.  No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.


8.4    Other Indemnification.  Indemnification similar to that specified in the preceding paragraphs of this Section 8 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration (other than under the Securities Act) or other qualification of such Registrable Securities under any federal or state law or regulation of any governmental authority.


8.5    Indemnification Payments.  Any indemnification required to be made by an indemnifying party pursuant to this Section 8 shall be made by periodic payments to the indemnified party during the course of the action or proceeding, as and when bills are received by such indemnifying party with respect to an indemnifiable loss, claim, damage, liability or expense incurred by such indemnified party.


8.6    Other Remedies.  If for any reason any indemnification specified in the preceding paragraphs of this Section 8 is unavailable, or is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, actions, proceedings or expenses in such proportion as is appropriate to reflect the relative benefits to and relative fault of the indemnifying party, on the one hand, and the indemnified party on the other hand, in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages, liabilities, actions, proceedings or expenses, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions.  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.  Notwithstanding the other provisions of this Section 8, in respect of any claim for indemnification pursuant to this Section 8, no indemnifying party (other than the Company) shall be required to contribute pursuant 

16




to this Section 8.6 any amount in excess of (a) the net proceeds received and retained by such indemnifying party from the sale of its Registrable Securities covered by the applicable registration statement, preliminary prospectus, final prospectus or supplement or amendment thereto, filed pursuant hereto, minus (b) any amounts previously paid by such indemnifying party pursuant to this Section 8 in respect of such claim, it being understood that insofar as such net proceeds have been distributed by any indemnifying party to its partners, stockholders or members, the amount of such indemnifying party’s contribution hereunder shall be limited to the net proceeds which it actually recovers from its partners, stockholders or members based upon their relative fault and that to the extent that such indemnifying party has not distributed such net proceeds, the amount such indemnifying party’s contribution hereunder shall be limited by the percentage of such net proceeds which corresponds to the percentage equity interests in such indemnifying party held by those of its partners, stockholders or members who have been determined to be at fault.  No party shall be liable for contribution under this Section 8.6 except to the extent and under such circumstances as such party would have been liable for indemnification under this Section 8 if such indemnification were enforceable under applicable law.


9.    Representations and Warranties.  Each Stockholder represents and warrants to the Company and each other Stockholder, as of the date such Stockholder becomes a party to this Agreement, that:
(a)such Stockholder has the power, authority and capacity (or, in the case of any Stockholder that is a corporation, limited liability company or limited partnership, all corporate, limited liability company or limited partnership power and authority, as the case may be) to execute, deliver and perform this Agreement;
(b)in the case of a Stockholder that is a corporation, limited liability company or limited partnership, the execution, delivery and performance of this Agreement by such Stockholder has been duly and validly authorized and approved by all necessary corporate, limited liability company or limited partnership action, as the case may be;
(c)this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and legally binding obligation of such Stockholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity; and
(d)the execution, delivery and performance of this Agreement by such Stockholder does not and will not violate the terms of or result in the acceleration of any obligation under (i) any material contract, commitment or other material instrument to which such Stockholder is a party or by which such Stockholder is bound or (ii) in the case of a Stockholder that is a 

17




corporation, limited liability company or limited partnership, the certificate of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement or limited partnership agreement, as the case may be.


10.    Definitions.  For purposes of this Agreement, the following terms shall have the following respective meanings:
Affiliate:  a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.
Board:  the board of directors of the Company.
Business Day:  means any day on which banks are not required or authorized to close in the City of New York.
Commission:  the Securities and Exchange Commission.
Common Stock:  the Common Stock of the Company, par value $.01 per share, or any other securities of the Company or any other Person issued with respect to such Common Stock by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, conversion exchange, replacement, recapitalization, merger, consolidation or other reorganization or otherwise.
Exchange Act:  the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder which shall be in effect at the time.
FINRA: Financial Industry Regulatory Authority, Inc.
IPO:  an underwritten initial public offering of Common Stock having an aggregate offering value (measured by the Company’s proceeds before underwriters’ discounts and selling commissions) of at least $50 million and after which an established trading market exists for the Common Stock.
Material Event Notice:  a certificate signed by the President of the Company stating that the Company has pending or in process, as of the date of such certificate, a material transaction (including, but not limited to, a financing transaction), the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company.
NASDAQ:  the Nasdaq National Market.

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Person:  an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Registrable Securities:  the shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) by the Kelso Stockholders, the Management Stockholders, any other Stockholders or the Permitted Transferees (as such term is defined in Section 11.2), except for any shares of Common Stock beneficially owned (x) by a Management Stockholder that were issued to such Management Stockholder pursuant to an effective registration statement under the Securities Act on Form S-8 or (y) by a Stockholder (excluding Kelso Stockholders) that may be sold by such Stockholder pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act).  As to any particular shares of Common Stock, such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) in the case of Stock held by a Management Stockholder, a registration statement on Form S-8 with respect to the sale of such securities shall have become effective under the Securities Act, (iii) they shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act) such that the further disposition of such Shares by the transferee or assignee is not further restricted under the Securities Act, (iv) they shall have been otherwise transferred other than to a Permitted Transferee and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force or (v) they shall have ceased to be outstanding.  Any and all shares of Common Stock which may be issued in respect of, in exchange for, or in substitution for any Registrable Securities, whether by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination or otherwise, shall also be “Registrable Securities” hereunder.
Registration Expenses:  all expenses incident to the Company’s performance of or compliance with any registration pursuant to this Agreement, including, without limitation, (i) registration, filing and FINRA fees, (ii) fees and expenses of complying with securities or blue sky laws, (iii) fees and expenses associated with listing securities on an exchange or NASDAQ, (iv) word processing, duplicating and printing expenses, (v) messenger and delivery expenses, (vi) transfer agents’, trustees’, depositories’, registrars’ and fiscal agents’ fees, (vii) fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or “comfort” letters, (viii) reasonable fees and disbursements of the counsel retained by the sellers of Registrable Securities, which counsel shall be designated in the manner specified in Section 3(c), and (ix) any fees and disbursements of underwriters customarily paid by issuers or sellers 

19




of securities, but excluding underwriting discounts and commissions and transfer taxes, if any.
Securities Act:  the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder which shall be in effect at the time.
Stockholders Agreement:  the Stockholders Agreement, dated as of the date hereof, as the same may be amended from time to time, among the Company, the Kelso Stockholders and the Management Stockholders.
11.    Miscellaneous.
11.1    Rule 144, etc.  If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act relating to any class of equity securities, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (b) any successor rule or regulation hereafter adopted by the Commission.  Upon the request of any holder of Registrable Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.


11.2    Successors, Assigns and Transferees.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns under this Section 11.2.  The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities; provided that (i) such transferee acquires such Registrable Securities in accordance with all of the terms of the Stockholders Agreement and this Agreement and pursuant to an express assignment from the transferor, and (ii) such transferee executes a joinder agreement agreeing to be bound by all of the transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a “Permitted Transferee”).  Notwithstanding anything herein to the contrary, the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties hereto shall be entitled to deal exclusively with the Management Stockholders and rely on the consent, waiver or any other action by the Management 

20




Stockholders as the consent, waiver or other action, as the case may be, of any such Permitted Transferees of such Management Stockholders.


11.3    Stock Splits, etc.  Each holder of Registrable Securities agrees that it will vote to effect a stock split, reverse stock split, recapitalization or combination with respect to any Registrable Securities in connection with any registration of any Registrable Securities hereunder, or otherwise, if (i) the managing underwriter shall advise the Company in writing (or, in connection with an offering that is not underwritten, if an investment banker shall advise the Company in writing) that in its opinion such a stock split, reverse stock split, recapitalization or combination would facilitate or increase the likelihood of success of the offering, and (ii) such stock split, reverse stock split, recapitalization or combination does not impact the respective ownership percentages of each such holder of Registrable Securities in the Company.  The Company shall cooperate in all respects in effecting any such stock split, reverse stock split, recapitalization or combination. 


11.4    Amendment and Modification.  This Agreement may be amended, modified or supplemented by the Company with the written consent of the Kelso Stockholders and, if applicable, a majority (by number of shares) of the Stockholders (excluding the Kelso Stockholders) if the interests of the Stockholders (excluding the Kelso Stockholders) would be materially and adversely affected by such amendment, modification or supplement; provided that the interests of any existing Stockholders shall not be materially and adversely affected by an amendment, modification or supplement of this Agreement that provides for, or has the effect of providing for, an additional grant of demand registration rights or of piggyback registration rights with a lower or the same priority as the rights held by such existing Stockholders, as long as any such grant of piggyback registration rights with the same priority are pari passu with those held by such existing Stockholders.


11.5    Additional Stockholders.  Notwithstanding anything in this Agreement to the contrary, the Company may, (i) admit to this Agreement any additional Management Stockholders who become holders of Common Stock upon exercise of options and (ii) with the consent of the Kelso Stockholders (and only the consent of the Kelso Stockholders), admit additional Stockholders to this Agreement; provided, in each case, that any such Stockholder has become a party to the Stockholders Agreement and executes and delivers to the Company a joinder agreement to this Agreement in a form to be prescribed by the Company and such other agreements or documents as may reasonably be requested by the Company.


11.6    Governing Law, etc.  This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed 

21




by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.


11.7    Invalidity of Provision.  The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.


11.8    Notices.  All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery, (d) sent by fax or (e) sent by email with a response confirming receipt, as follows:
(i)  If to the Company:
Roadhouse Holding Inc.
3011 Armory Drive, Suite 300
Nashville, TN 37204
Attention: Amy Bertauski
Facsimile No.:  (615) 885-9057 
Email: amyb@logansroadhouse.com
with copies to (which shall not constitute notice):


Kelso & Company
320 Park Avenue, 24th Floor
New York, New York  10022
Attention:  James J. Connors II, Esq.
Facsimile No.: (212) 751-3939
Email: jconnors@kelso.com 


and


Debevoise & Plimpton LLP
919 Third Avenue
New York, New York  10022
Attention:  Margaret A. Davenport, Esq.

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Facsimile No.: (212) 909-6836
Email: madavenport@debevoise.com
(ii)  If to either or both of the Kelso Stockholders:
c/o Kelso & Company
320 Park Avenue, 24th Floor
New York, New York  10022
Attention:  James J. Connors II, Esq.
Facsimile No.: (212) 751-3939
Email: jconnors@kelso.com


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


Debevoise & Plimpton LLP
919 Third Avenue
New York, New York  10022
Attention:  Margaret A. Davenport, Esq.
Facsimile No.: (212) 909-6836
Email: madavenport@debevoise.com


(iii)  If to any other Stockholder, to the address set forth on such Stockholder’s signature page hereto, or the signature page of such Stockholder’s joinder agreement, as the case may be, 
or to such other Person or address as any party shall specify by notice in writing to the Company.  All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day after such delivery, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered; provided that such delivery is confirmed. 
11.9    Headings; Execution in Counterparts.  The headings and captions contained herein are for convenience and shall not control or affect the meaning or construction of any provision hereof.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument.


11.10    Injunctive Relief.  Each of the parties recognizes and agrees that money damages may be insufficient and, therefore, in the event of a breach of any provision of this Agreement the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific 

23




performance or to enjoin the continuing breach of this Agreement.  Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which such party may have.  Each Stockholder irrevocably submits to the nonexclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof.  Each Stockholder hereby consents to service of process made in accordance with Section 11.8.


11.11    Term.  This Agreement shall be effective as of the date hereof and shall continue in effect thereafter until the earlier of (a) its termination by the consent of the parties hereto or their respective successors in interest and (b) the date on which no Registrable Securities remain outstanding; provided that, the parties’ respective rights and obligations under Section 8 shall survive the termination of this Agreement.


11.12    Further Assurances.  Subject to the specific terms of this Agreement, each of the Company and the Stockholders shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.


11.13    No Third Party Beneficiaries.  Except as provided in Section 7 with respect to indemnified parties, this Agreement is not intended to confer upon any Person not a party hereto any rights or remedies hereunder. 


11.14    Entire Agreement.  This Agreement, the Stockholders Agreement, the Subscription Agreements (as defined in the Stockholders Agreement) and any agreements entered into in connection with any of the foregoing constitute the entire agreement and the understanding of the parties hereto with the matters referred to herein. This Agreement and the agreements referred to in the preceding sentence supersede all prior agreements and understandings between the parties with respect to such matters.



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IN WITNESS WHEREOF, this Agreement has been signed by each of the parties hereto, and shall be effective as of the date first above written.
ROADHOUSE HOLDING INC.




By:__________________________________
Name:
Title:




KELSO INVESTMENT ASSOCIATES VIII, L.P. 
 
By: Kelso GP VIII, L.P., its general partner 
By: Kelso GP VIII, LLC, its general partner 
 
By:                         
      Name:    James J. Connors II, Esq. 
      Title:    Managing Member




KEP VI, LLC


By:                         
      Name:     James J. Connors II, Esq.  
      Title:       Managing Member







	
		
	Management Stockholder:
	Address for notices:

	       
Stephen R. Anderson 
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile: 



	       
Amy  L. Bertauski
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:





	       
David Cavallin
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:







ii






	
		
	Management Stockholder:
	Address for notices:

	       
Scott Dever
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:



	       
Robert R. Effner
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:







	       
James B. Kuehnhold
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:









iii






	
		
	Management Stockholder:
	Address for notices:

	       
Paul S. Pendleton 
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:



	       
Lynne D. Wildman
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:





	       
George T. Vogel
	                                                                               
                                                                             
                                                                                      


Email:                                  Facsimile:











iv




Exhibit D
Form of Joinder to Registration Rights Agreement









MANAGEMENT STOCKHOLDER JOINDER AGREEMENT


May ___, 2015


Reference is hereby made to the Registration Rights Agreement, dated as of November 19, 2010 (as the same may be amended, supplemented or modified from time to time, the “Registration Rights Agreement”), among Roadhouse Holding Inc., a Delaware corporation (the “Company”), Kelso Investment Associates VIII, L.P., a Delaware limited partnership, KEP VI, LLC, a Delaware limited liability company, and each of the stockholders of the Company whose name appears on the signature pages thereto or who became a party thereto.
The undersigned signatory agrees, by execution hereof, to become a party to, to adhere to and to be bound by the terms and provisions of the Registration Rights Agreement as a Management Stockholder (as defined in the Registration Rights Agreement) party thereto and to have the rights and be subject to the restrictions, conditions and obligations of a Management Stockholder set forth in the Registration Rights Agreement.  This joinder agreement shall take effect and shall become a part of said Registration Rights Agreement as of the date first written above (or, if earlier, the effective date of the relevant issuance or transfer of the shares of capital stock to the undersigned). 
		
	By:
	     


		
	Name:
	  Samuel Nicholas Borgese


		
	Title:
	  President and Chief Executive Officer




Acknowledged and accepted by:


ROADHOUSE HOLDING INC.


By:___________________________
Name: Nicole A. Williams
       Title:


KELSO INVESTMENT ASSOCIATES VIII, L.P.


By: Kelso GP VIII, L.P., its general partner
By: Kelso GP VIII, LLC, its general partner


By:___________________________
Name: James J. Connors, II
Title:  Managing Member


KEP VI, LLC


By:___________________________
Name: James J. Connors, II
Title:  Managing Member