EX-10.2



 





Exhibit 10.2

EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 12,
2007, among Tiptree Financial Partners, L.P., a Delaware limited partnership (the “Company”), and
Banc of America Securities LLC, Bear, Stearns & Co. Inc. and UBS Securities LLC (collectively, the
"Initial Purchasers/Placement Agents”) for the benefit of the Initial Purchasers/Placement Agents
and the Holders (as defined below).



     THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the following facts, understandings and
intentions:



     A. The Company, Tricadia Capital Management, LLC (the “Manager”) and the Initial
Purchasers/Placement Agents entered into that certain Purchase/Placement Agreement dated as of June
6, 2007 (the “Purchase/Placement Agreement”) in connection with the offering and sale (the
"Offering”) of units of limited partner interests, par value $0.01 per unit, in the Company (the
"LP Units”).



     B. In order to induce the investors who are purchasing the LP Units in the Offering to
purchase such LP Units and the Initial Purchasers/Placement Agents to enter into the Purchase/
Placement Agreement, the Company has agreed to provide the registration rights provided for in this
Agreement for the holders of Registrable Units (as defined below).



     C. The execution and delivery of this Agreement is a condition to the closing of the
transactions contemplated by the Purchase/Placement Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties
hereto, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



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




     Additional Units: LP Units or other securities issued in respect of the Units by
reason of or in connection with any dividend, distribution, split, purchase in any rights
offering or in connection with any exchange for or replacement of such LP Units or any
securities issued in any combination, recapitalization, merger or consolidation, or any
other equity securities issued pursuant to any other pro rata distribution with respect to
the LP Units.




     Agreement: As defined in the Introductory Paragraph of this Agreement.




     Affiliate: As to any specified Person, an “affiliate,” as defined in Rule 144, of such
person.




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



 









 






     Commission: The Securities and Exchange Commission.




     Company: As defined in the Introductory Paragraph of this Agreement, and any successor
thereto.




     End of Suspension Notice: As defined in Section 5(b) hereof.




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




     Holder: Each Participant and its direct or indirect transferees, so long as such
Participant or transferee owns any Registrable Units.




     Initial Purchasers/Placement Agents: As defined in the Introductory Paragraph of this
Agreement, and any successor thereto.




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




     Losses: As defined in Section 6(a) hereof.




     LP Units: As defined in Recital A hereof.




     Management Agreement: That certain management agreement by and between the LP and the
Manager.




     Manager: As defined in Recital A hereof.




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




     NASD: The National Association of Securities Dealers, Inc.




     Offering: As defined in Recital A hereof.




     Participants: (A) The purchasers in the Offering of (i) Regulation D Units from the
Company (including the Tricadia Participants) and (ii) Rule 144A Units and Regulation S
Units from the Initial Purchasers/Placement Agents, and (B) the Initial Purchasers/Placement
Agents in their capacity as purchasers of the LP Units from the Company for their own
accounts.




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




     Prospectus: The prospectus included in any Registration Statement, including any
preliminary prospectus, and all other amendments and supplements to any such prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference, if any, in such prospectus.



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     Purchase/Placement Agreement: As defined in Recital A of this Agreement, as amended
from time to time.




     Registrable Units: Each of the Units and any Additional Units, upon original issuance
thereof, and at all times subsequent thereto, including upon the transfer thereof by the
original holder or any subsequent holder, until, in the case of any such Units or Additional
Units, as applicable, the earliest to occur of:




     (i) the second anniversary of the initial effective date of the Mandatory Shelf
Registration Statement or, in the case of any Additional Units for which tacking
under Rule 144 is not available and which are not included in the Mandatory Shelf
Registration Statement, until the second anniversary of the issuance of the
Additional Units;




     (ii) the date on which all such Units and Additional Units have been sold
pursuant to a Registration Statement or distributed to the public pursuant to Rule
144;




     (iii) the date on which, in the opinion of counsel to the Company, all such
Units and Additional Units not held by Affiliates of the Company are eligible for
sale without registration under the Securities Act pursuant to subparagraph (k) of
Rule 144; or




     (iv) the date on which all such Units and Additional Units are repurchased,
redeemed or otherwise acquired by the Company or any of its subsidiaries.




     Registration Expenses: Any and all expenses incident to the Company’s performance of
or compliance with this Agreement, including, without limitation: (i) all Commission,
securities exchange, NASD registration, listing, inclusion and filing fees, (ii) all fees
and expenses incurred in connection with compliance with international, federal or state
securities or blue sky laws (including, without limitation, any registration, listing and
filing fees and reasonable fees and disbursements of counsel in connection with blue sky
qualification of any of the Registrable Units and the preparation of a blue sky memorandum
and compliance by the Company with the rules of the NASD), (iii) all reasonable expenses of
any Persons retained by the Company in preparing or assisting in preparing, word processing,
duplicating, printing, delivering and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements, agreements
among underwriters, securities sales agreements, certificates and any other documents
relating to the performance under and compliance with this Agreement, (iv) all fees and
expenses incurred in connection with the listing or inclusion of any of the Registrable
Units on any securities exchange pursuant to Section 4(l) of this Agreement or otherwise, (v) the fees and disbursements of counsel for the
Company and of the independent public accountants of the Company (including, without
limitation, the expenses of any special audit and “cold comfort” letters required by or
incident to such performance), and (vi) any fees and disbursements customarily paid by
issuers in connection with issues and sales of securities (including the fees and expenses



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of any experts retained by the Company in connection with any Registration Statement);
provided, however, that Registration Expenses shall exclude brokers’ or underwriters’
discounts and commissions and transfer taxes or transfer fees, if any, relating to the sale
or disposition of Registrable Units by a Holder and the fees and disbursements of any
counsel to the Holders or any underwriters.




     Registration Statement: Any Shelf Registration Statement or the IPO Registration
Statement (to the extent that it covers the resale of any Registrable Units), including the
Prospectus, amendments and supplements to such registration statement or Prospectus,
including pre- and post-effective amendments, all exhibits thereto and all material
incorporated by reference or deemed to be incorporated by reference, if any, in such
registration statement.




     Regulation D: Regulation D (Rules 501-508) promulgated by the Commission under the
Securities Act, as such rules may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having substantially
the same effect as such regulation.




     Regulation D Units: LP Units initially sold by the Company in accordance with the
Purchase/Placement Agreement in accordance with Regulation D and pursuant to the
Subscription Agreements (as defined in the Purchase/Placement Agreement).




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




     Regulation S Units: LP Units initially sold by the Company to the Initial Purchasers/
Placement Agents and resold by the Initial Purchasers/Placement Agents to “non U.S. persons”
in accordance with Regulation S in an “offshore transaction” in accordance with Regulation
S.




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




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




     Rule 144A Units: LP Units initially sold by the Company to the Initial Purchasers/
Placement Agents and resold by the Initial Purchasers/Placement Agents to “qualified
institutional buyers” (as such term is defined in Rule 144A).




     Rule 158: Rule 158 promulgated by the Commission pursuant to the Securities Act, as
such rule may be amended from time to time, or any similar rule or regulation



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hereafter adopted by the Commission as a replacement thereto having substantially the same effect as
such rule.




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




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




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




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




     Selling Holders’ Counsel: Counsel for the Holders that is selected by the Holders
holding a majority of the Registrable Units included in any Registration Statement and that
is reasonably acceptable to the Company.




     Shelf Registration Statement: The Mandatory Shelf Registration Statement or any
Subsequent Shelf Registration Statement.




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




     Suspension Event: As defined in Section 5(a) hereof.




     Suspension Notice: As defined in Section 5(a) hereof.




     Transaction Entities: The Company and the Manager.




     Tricadia Participants: The Company’s executive officers and directors, together with
the Manager and its Affiliates and their respective executive officers and directors.




     Trigger Date: As defined in Section 2(a) hereof.




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




     Units: The Rule 144A Units, the Regulation S Units and the Regulation D Units sold
pursuant to the terms and conditions of the Purchase/Placement Agreement or the Subscription
Agreement (as defined in the Purchase/Placement Agreement).



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      2. Registration Rights.




     (a) Mandatory Shelf Registration. Subject to Section 5 and as set forth in Section 4 hereof,
the Company agrees to use its best efforts to file with the Commission no later than 270 days from
the date hereof a shelf registration statement on Form S-1 or such other form under the Securities
Act then available to the Company providing for the resale pursuant to Rule 415 from time to time
by the Holders of any and all Registrable Units (including for the avoidance of doubt any
Additional Units that are issued prior to the effectiveness of such registration statement) (such
registration statement, including the Prospectus, amendments and supplements to such registration
statement, including pre- and post-effective amendments, all exhibits thereto and all material
incorporated by reference or deemed to be incorporated by reference, if any, in such registration
statement, the “Mandatory Shelf Registration Statement”). The Company shall use its commercially
reasonable efforts to cause the Mandatory Shelf Registration Statement to become effective as
promptly as practicable following such filing, and, for this purpose, the Company shall be entitled
to consider the advice of the managing underwriter or underwriters of an initial public offering of
the LP Units which is then pending as to the effect that the effectiveness of the Mandatory Shelf
Registration Statement could reasonably be expected to have on the marketing of the initial public
offering and, if so advised by such managing underwriter or underwriters and deemed to be in the
best interests of the Company, the Company may delay the effectiveness of the Mandatory Shelf
Registration Statement. Such commercially reasonable efforts shall include, without limitation,
responding to any comments issued by the staff of the Commission with respect to any Registration
Statement and filing any related amendment to such Registration Statement as soon as reasonably
practicable after receipt of such comments. The Mandatory Shelf Registration Statement shall
provide for the resale from time to time, and pursuant to any method or combination of methods
legally available (including, without limitation, an Underwritten Offering, a direct sale to
purchasers or a sale through brokers or agents) by the Holders of any and all Registrable Units.
Any such Underwritten Offering shall be done at the sole discretion of the Company, any
underwriters in connection therewith shall be selected by the Company and participation in such
Underwritten Offering shall be subject to such terms and conditions as may be agreed upon by the
Company and the underwriters.



     In the event the Mandatory Shelf Registration Statement is not filed with the Commission
within 270 days from the date hereof (the “Trigger Date”), the Manager and/or its affiliates shall,
as sole and exclusive liquidated damages and not as a penalty, forfeit the base management fee it
is entitled to receive pursuant to the Management Agreement in respect of the period from and after
the Trigger Date until the Mandatory Shelf Registration Statement is filed and all incentive
allocations and corresponding distributions under the LP’s partnership agreement due to the Manager
and/or its affiliates will be deferred from and after the Trigger Date until the Mandatory Shelf
Registration Statement is filed.



     (b) IPO Registration. If, prior to the Mandatory Shelf Registration Statement becoming
effective and the LP Units being listed on a national securities exchange or quoted on the Nasdaq
Stock Market or comparable quotation system, the Company proposes to file a registration statement
on Form S-1 or such other form under the Securities Act providing for the initial public offering
of LP Units (such registration statement, including the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and



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post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by
reference, if any, in such registration statement, the “IPO Registration Statement”), the Company
will notify each Holder of the filing (including notifying each Holder of the identity of the
managing underwriter or underwriters of such initial public offering), within five Business Days
after the filing thereof, and afford each Holder an opportunity within the 10-Business Day period
designated in such notice to include in such IPO Registration Statement all or any part of the
Registrable Units then held by such Holder. Each Holder desiring to include in any such IPO
Registration Statement all or part of the Registrable Units held by such Holder shall, within 10
Business Days after receipt of the above-described notice by the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of Registrable Units such Holder
wishes to include in such IPO Registration Statement. Any election by any Holder to include any
Registrable Units in such IPO Registration Statement will not affect the inclusion of such
Registrable Units in any Shelf Registration Statement until such Registrable Units have been sold
under the IPO Registration Statement; provided, however, that at such time of sale, the Company
shall have the right to remove from any Shelf Registration Statement the Registrable Units sold
pursuant to the IPO Registration Statement. In the event that Registrable Units are not included
in the IPO Registration Statement as a result of the determination of the managing underwriter or
underwriters as set forth in Section 2(b)(iii) below, then the Company shall be required to notify
each Holder of such determination by the managing underwriter or underwriters.




     (i) Right to Terminate IPO Registration. Notwithstanding anything to the contrary
herein, at any time, the Company shall have the right to terminate, withdraw or delay any
offering under the IPO Registration Statement referred to in this Section 2(b) whether or
not any Holder has elected to include Registrable Units in such registration; provided,
however, that the Company must provide each Holder that elected to include any Registrable
Units in such IPO Registration Statement prompt written notice of such termination,
withdrawal or delay.




     (ii) Shelf Registration not Impacted by IPO Registration Statement. The Company’s
obligation to file any Shelf Registration Statement pursuant to Sections 2(a) or 2(c) hereof
shall not be affected by the filing or effectiveness of the IPO Registration Statement,
except to the extent Registrable Units are sold pursuant to the IPO Registration Statement,
in which case, the Company shall have the right to remove from any Shelf Registration
Statement the Registrable Units sold pursuant to the IPO Registration Statement.




     (iii) Underwriting. The Company shall notify the Holders of the identity of the
managing underwriter or underwriters for the Underwritten Offering proposed under the IPO
Registration Statement. The right of any such Holder’s Registrable Units to be included in
any IPO Registration Statement pursuant to this Section 2(b) shall be
conditioned upon such Holder’s participation in such Underwritten Offering and shall be
subject to the terms thereof and as otherwise provided herein. All Holders proposing to
distribute their Registrable Units through such Underwritten Offering shall enter into the
underwriting agreement with the managing underwriter or underwriters selected by the Company
for such underwriting and complete and execute any questionnaires, powers of attorney,
indemnities, underwriter lock-up agreements, including those described herein,



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securities escrow agreements and other documents required under the terms of such underwriting, and
furnish to the Company such information in writing as the Company may reasonably request for
inclusion in the IPO Registration Statement. Notwithstanding any other provision of this
Agreement, if the managing underwriter or underwriters determine in good faith that
marketing or other factors require a limitation on the number of LP Units to be included,
then the managing underwriter or underwriters may exclude LP Units (including Registrable
Units) from the IPO Registration Statement and the Underwritten Offering and any LP Units
included in the IPO Registration Statement and the Underwritten Offering shall be allocated
first, to the Company, and second, to each of the Holders requesting inclusion of their
Registrable Units in such IPO Registration Statement on a pro rata basis based on the total
number of Registrable Units then requested for inclusion by such Holder. If any Holder
disapproves of the terms of such Underwritten Offering, such Holder may elect to withdraw
therefrom by written notice to the Company and the managing underwriter or underwriters,
delivered at least 20 Business Days prior to the proposed effective date of the IPO
Registration Statement. Any Registrable Units excluded or withdrawn from such Underwritten
Offering shall be excluded and withdrawn from the IPO Registration Statement.



     (c) Subsequent Shelf Registration for Additional Units Issued after Effectiveness of the
Mandatory Shelf Registration Statement. If any Additional Units are issued or distributed to
Holders after the effectiveness of the Mandatory Shelf Registration Statement, then the Company
shall as soon as reasonably practicable, but in no event later than 60 days after the issuance of
such Additional Units issued or distributed to Holders (subject to the provisions of Section 5
hereof), file and use its commercially reasonable efforts to cause to become effective an
additional shelf registration statement on Form S-1 or such other form under the Securities Act
then available to the Company providing for the resale of the Additional Units issued or
distributed to Holders pursuant to Rule 415 from time to time by the Holders (such registration
statement, including the Prospectus, amendments and supplements to such registration statement,
including pre- and post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be incorporated by reference, if any, in such registration statement, a
“Subsequent Shelf Registration Statement”) in the same manner, and subject to the same provisions
in this Agreement as, the Mandatory Shelf Registration Statement.




     (d) Expenses. The Company shall pay all Registration Expenses in connection with the
registration of the Registrable Units pursuant to this Agreement. Each Holder participating in a
registration pursuant to this Section 2 shall bear such Holder’s proportionate share (based on the
total number of Registrable Units sold in such registration) of all discounts and commissions
payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a
registration of Registrable Units pursuant to this Agreement and any other expense of the Holders
not specifically allocated to the Company pursuant to this Agreement relating to the sale or
disposition of such Holder’s Registrable Units pursuant to any Registration Statement.



     3. Rules 144 and 144A Reporting.




     With a view to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Registrable Units to the public without registration,
until such date as no Holder owns any Registrable Units, the Company agrees to:



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     (a) at all times after the effective date of the first registration statement under the
Securities Act filed by the Company for an offering of its securities to the general public,
use its commercially reasonable efforts to make and keep public information available, as
those terms are understood and defined in Rule 144(c) under the Securities Act;




     (b) use its commercially reasonable efforts to file with the Commission in a timely
manner all reports and other documents required to be filed by the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to such
reporting requirements); and




     (c) if the Company is not required to file reports and other documents under the
Securities Act and the Exchange Act, make available other information as required by, and so
long as necessary to permit sales of Registrable Units pursuant to, Rule 144 and Rule 144A
and in any event shall use its commercially reasonable efforts to provide to each Holder a
copy of:




     (i) the Company’s annual consolidated financial statements (including at least
balance sheets, statements of profit and loss, statements of shareholders’ equity
and statements of cash flows) prepared in accordance with U.S. generally accepted
accounting principles, accompanied by an audit report of the Company’s independent
accountants, no later than 90 days after the end of each fiscal year of the Company,
and




     (ii) the Company’s unaudited quarterly financial statements (including at least
balance sheets, statements of profit and loss, statements of shareholders’ equity
and statements of cash flows) prepared in a manner consistent with the preparation
of the Company’s annual financial statements, no later than 45 days after the end of
each fiscal quarter of the Company.



     4. Registration Procedures.




     In connection with the obligations of the Company with respect to any registration pursuant to
this Agreement, the Company shall, subject to Section 2 hereof, use its best efforts to file the
Registration Statement and use commercially reasonable efforts to effect or cause to be effected
the registration of the Registrable Units under the Securities Act, to permit the public resale of
such Registrable Units by the Holder or Holders in accordance with the Holders intended method or
methods of resale and distribution (which methods shall be commercially reasonable) and the Company
shall:




     (a) prepare and file with the Commission, as specified in this Agreement, a Shelf
Registration Statement, which Shelf Registration Statement shall comply in all
material respects as to form with the requirements of the applicable form, and use its
commercially reasonable efforts to cause such Shelf Registration Statement to become
effective as promptly as practicable following such filing and to remain effective, subject
to Section 5 hereof, until the first to occur of (i) such time as the securities covered by
such Shelf Registration Statement shall cease to be Registrable Units, (B) such time as, in



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the opinion of counsel for the Company, all of the Registrable Units not held by Affiliates
of the Company, and covered by such Shelf Registration Statement, are eligible for sale
pursuant to Rule 144(k) (or any successor or analogous rule) under the Securities Act and
(C) the second anniversary of the effective date of such Shelf Registration Statement;
provided, however, that if the Company has an effective Shelf Registration Statement on Form
S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form
registration statement under the Securities Act, the Company may, upon 30 days’ prior
written notice to all Holders of Registrable Units, register any Registrable Units
registered but not yet distributed under the effective Shelf Registration Statement on such
a short-form Shelf Registration Statement and, once the short-form Shelf Registration
Statement becomes effective, de-register such LP Units under the previous Shelf Registration
Statement or transfer filing fees from the previous Shelf Registration Statement pursuant to
Rule 429;




     (b) subject to Section 4(h) hereof, use its commercially reasonable efforts to (i)
prepare and file with the Commission such amendments and post-effective amendments to each
such Shelf Registration Statement as may be necessary to keep such Shelf Registration
Statement effective for the period described in Section 4(a) hereof, (ii) cause each
Prospectus contained therein to be supplemented by any required Prospectus supplement, and
as so supplemented to be filed pursuant to Rule 424, and (iii) comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by each Shelf
Registration Statement during the applicable period in accordance with applicable law and
the method or methods of distribution set forth in the “Plan of Distribution” section of the
Prospectus;




     (c) furnish to the Holders, without charge, as many copies of each Prospectus,
including each preliminary Prospectus, and any amendment or supplement thereto, as such
Holder may reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Units; the Company consents, subject to Section 5, to the lawful use of
such Prospectus, including each preliminary Prospectus, by the Holders, if any, in
connection with the offering and sale of the Registrable Units covered by any such
Prospectus;




     (d) use its commercially reasonable efforts to register or qualify, or obtain exemption
from registration or qualification for, all Registrable Units by the time the applicable
Registration Statement becomes effective under all applicable state securities or “blue sky”
laws of such United States jurisdictions as the Initial Purchasers/Placement Agents or any
Holder with Registrable Units covered by a Registration Statement shall reasonably request
in writing, keep each such registration or qualification or exemption effective during the
period such Registration Statement is required to be kept effective pursuant to Section 4(a)
and do any and all other acts and things that may be reasonably necessary or advisable to
enable such Holder to consummate the disposition in each such
jurisdiction of such Registrable Units covered by the Registration Statement; provided,
however, that the Company shall not be required to take any action to comply with this
Section 4(d) if it would require the Company or any of its subsidiaries to (i) qualify
generally to do business in any jurisdiction or to register as a broker or dealer in such
jurisdiction where it would not otherwise be required to qualify but for this Section 4(d)



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and except as may be required by the Securities Act, (ii) subject itself to taxation in any
such jurisdiction, or (iii) submit to the general service of process in any such
jurisdiction;




     (e) notify the Initial Purchasers/Placement Agents, Selling Holders’ Counsel, if any,
and each Holder with Registrable Units covered by a Registration Statement promptly and, if
requested by the Initial Purchasers/Placement Agents, Selling Holders’ Counsel, if any, or
any such Holder, confirm such advice in writing at the address determined in accordance with
Section 9(c), (i) when such Registration Statement has become effective and when any
post-effective amendments thereto become effective or upon the filing of a supplement to any
Prospectus, (ii) of the issuance by the Commission or any state securities authority of any
stop order suspending the effectiveness of such Registration Statement or the initiation of
any proceedings for that purpose, (iii) of any request by the Commission or any other
federal or state governmental authority for amendments or supplements to such Registration
Statement or related Prospectus or for additional information, and (iv) of the happening of
any event during the period such Registration Statement is effective as a result of which
such Registration Statement or the related Prospectus or any document incorporated by
reference therein contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading or, in the case of the Prospectus, contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading (which information shall be accompanied by an instruction to suspend the use of
the Registration Statement and the Prospectus until the requisite changes have been made);




     (f) during the period of time referred to in Section 4(a) above, use its commercially
reasonable efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any
order enjoining or suspending the use or effectiveness of a Shelf Registration Statement or
suspending the qualification (or exemption from qualification) of any of the Registrable
Units for sale in any jurisdiction, as promptly as practicable;




     (g) upon request, furnish to Selling Holders’ Counsel, if any, and each requesting
Holder with Registrable Units covered by a Registration Statement, without charge, at least
one conformed copy of each Registration Statement and any post-effective amendment or
supplement thereto (without documents incorporated therein by reference or exhibits thereto,
unless requested);




     (h) except as provided in Section 5, upon the occurrence of any event contemplated by
Section 4(e)(iv) hereof, use its commercially reasonable efforts to promptly prepare a
supplement or post-effective amendment to a Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required
document so that such Registration Statement or related
Prospectus or document incorporated therein by reference will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or, in the case of the
Prospectus, will not contain any untrue statement of a material fact or omit to state a



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material fact required to be stated therein or necessary to make the statements therein in
the light of the circumstances under which they were made not misleading;




     (i) if requested by Holders’ Counsel, if any, the representative of the underwriters,
if any, or any Holder of Registrable Units being sold in connection with an Underwritten
Offering, (i) as promptly as practicable incorporate in a Prospectus supplement or
post-effective amendment such material information as Selling Holders’ Counsel, if any, the
representative of the underwriters, if any, or such Holder reasonably requests in writing
and (ii) use its commercially reasonable efforts to make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable after the
Company has received written notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment;




     (j) enter into customary agreements (including in the case of an Underwritten Offering,
an underwriting agreement in customary form and reasonably satisfactory to the Company) and
take all other reasonable action in connection therewith in order to expedite or facilitate
the distribution of the Registrable Units included in such Registration Statement and, in
the case of an Underwritten Offering, make representations and warranties to the
underwriters in such form and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same to the extent customary if and when requested;




     (k) use its commercially reasonable efforts to make available for inspection by one
representative appointed by the Holders holding a majority of the Registrable Units included
in any Registration Statement and, with respect to an Underwritten Offering, the
representative of any underwriters participating in any disposition pursuant to a
Registration Statement and any one law firm retained by the Holders and the underwriters,
respectively, during normal business hours and upon reasonable notice and to the extent
reasonably requested, all financial and other records, pertinent corporate documents and
properties of the Company and cause the respective officers, directors and employees of the
Company and/or the Manager, as applicable, to supply all information reasonably requested by
such parties in connection with a Registration Statement and the due diligence review of the
Registration Statement and the information contained or incorporated therein; provided,
however, that such records, documents or information that the Company determines, in good
faith, to be confidential and notifies the foregoing parties of such confidential nature
shall not be disclosed by the foregoing parties unless (i) the release of such records,
documents or information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, or (ii) such records, documents or information have been generally
made available to the public by the Company; provided further, that to the extent
practicable, the foregoing inspection and information gathering shall be coordinated on
behalf of the Holders and the other parties entitled thereto by one law firm designated by
and on behalf of the Holders and the other parties, which counsel the Company deems acceptable in its reasonable good faith
judgment;




     (l) use its commercially reasonable efforts (including, without limitation, seeking to
cure in the Company’s listing or inclusion application any deficiencies cited



12









 







by the exchange or market) to list or include all Registrable Units on the New York Stock Exchange
or the Nasdaq Stock Market;




     (m) use its commercially reasonable efforts to prepare and file in a timely manner all
documents and reports required by the Exchange Act and, to the extent the Company’s
obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior
to the expiration of the effectiveness period of the Shelf Registration Statement as
required by Section 4(a) hereof, the Company shall register the Registrable Units under the
Exchange Act and shall maintain such registration through the effectiveness period required
by Section 4(a) hereof;




     (n) provide a CUSIP number for all Registrable Units, not later than the effective date
of the Registration Statement;




     (o) (i) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, (ii) make generally available to holders of the LP
Units, as soon as reasonably practicable, earnings statements covering at least 12 months
that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 (or any
similar rule promulgated under the Securities Act), no later than 90 days after the end of
each fiscal year of the Company and (iii) delay the effectiveness of any Registration
Statement or Prospectus or not file any amendment or supplement to such Registration
Statement or Prospectus to which Selling Holders’ Counsel, if any, or any Holder of
Registrable Units covered by such Registration Statement or Prospectus or amendment or
supplement shall have, based upon the written opinion of counsel, reasonably objected on the
grounds that such Registration Statement or Prospectus or amendment or supplement does not
comply in all material respects with the requirements of the Securities Act, provided that
the Company may request effectiveness of such Registration Statement or Prospectus or may
file such amendment or supplement following such time as the Company shall have used its
commercially reasonable efforts to resolve any such issue with Selling Holders’ Counsel, if
any, or such objecting Holder;




     (p) provide and cause to be maintained a registrar and transfer agent for all
Registrable Units covered by any Registration Statement from and after a date not later than
the effective date of such Registration Statement;




     (q) in connection with any sale or transfer of the Registrable Units (whether or not
pursuant to a Registration Statement) that will result in the security being delivered no
longer being Registrable Units, cooperate with the Holders and the representative of the
underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing the Registrable Units to be sold, which certificates shall not bear any
transfer restrictive legends (other than as required by the Company’s charter) and to enable
such Registrable Units to be in such denominations and registered in such names as the
representative of the underwriters, if any, or the Holders may reasonably request at
least three Business Days prior to any sale of the Registrable Units;




     (r) upon effectiveness of the first Registration Statement filed by the Company under
this Agreement, take such actions and make such filings as are necessary



13









 







to effect the registration of the LP Units under the Exchange Act simultaneously with or as soon as
practicable following the effectiveness of the Registration Statement;




     (s) in the case of an Underwritten Offering, use its commercially reasonable efforts to
furnish or cause to be furnished to the underwriters a signed counterpart, addressed to the
underwriters, of: (i) an opinion of counsel for the Company, dated the date of each closing
under the underwriting agreement, in customary form and reasonably satisfactory to the
underwriters; and (ii) a “comfort” letter, dated the effective date of the Registration
Statement and the date of each closing under the underwriting agreement, signed by the
independent public accountants who have certified the Company’s financial statements
included in such Registration Statement, covering substantially the same matters with
respect to such Registration Statement (and the Prospectus included therein) and with
respect to events subsequent to the date of such financial statements, as are customarily
covered in accountants’ letters delivered to underwriters in underwritten public offerings
of securities and such other financial matters as the underwriters may reasonably request
and are customarily obtained by underwriters in underwritten public offerings of securities;
and




     (t) at a reasonable time prior to the filing of any Registration Statement, any
amendment or supplement to a Registration Statement, any Prospectus, any amendment or
supplement to a Prospectus or any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after initial filing of a Registration Statement,
provide copies of such document to the Initial Purchasers/Placement Agents and Selling
Holders’ Counsel, if any, and make representatives of the Company as shall be reasonably
requested by the Initial Purchasers/Placement Agents or Selling Holders’ Counsel, if any,
available for discussion of such document.



     The Company may require the Holders to furnish to the Company such information regarding the
proposed distribution by such Holder of such Registrable Units as the Company may from time to time
reasonably request in writing or as shall be required to effect the registration of the Registrable
Units and, notwithstanding anything to the contrary herein, no Holder shall be entitled to be named
as a selling unitholder in any Registration Statement and no Holder shall be entitled to use the
Prospectus forming a part thereof if such Holder does not provide such information to the Company.
Any Holder that sells Registrable Units pursuant to a Registration Statement shall be required to
be named as a selling unitholder in the related Prospectus and to deliver or cause to be delivered
a Prospectus to purchasers. Each Holder further agrees to furnish promptly to the Company in
writing all information required from time to time to make the information previously furnished by
such Holder not misleading or inaccurate. Each Holder shall have a reasonable opportunity prior to
the filing of any Registration Statement to review the Registration Statement with respect to the
accuracy of the information provided by such Holder and to provide comments thereon to the Company
or its counsel.



     Each Holder agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 4(e)(ii), 4(e)(iii) or 4(e)(iv) hereof, such Holder will
immediately discontinue disposition of Registrable Units pursuant to a Registration Statement until
such Holder’s receipt of copies of the supplemented or amended Prospectus. If so directed



14









 







by the Company, such Holder will deliver to the Company (at the reasonable expense of the Company) all
copies in its possession, other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Registrable Units current at the time of receipt of such notice.



     5. Black-Out Period.





     (a) Subject to the provisions of this Section 5, and notwithstanding anything to the
contrary contained elsewhere herein, the Company shall have the right, but not the
obligation, to postpone the filing of any Registration Statement or to suspend the use of
the Registration Statement following the effectiveness of a Registration Statement (and the
filings with any international, federal or state securities commissions), if a Suspension
Event (as defined below) occurs. If the Company elects to postpone the filing of any
Registration Statement or suspend the effectiveness and/or use of a Registration Statement
following the occurrence of a Suspension Event, the Company, by written notice to the
Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written
notice, email transmission or such other means that the Company reasonably believes to be a
reliable means of communication to the Holders (a “Suspension Notice”), shall notify such
parties, that the effectiveness of the Registration Statement has been suspended and shall
direct the Holders to suspend sales of the Registrable Units pursuant to the Registration
Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to
have occurred if: (i) the managing underwriter or underwriters of an Underwritten Offering
of LP Units has advised the Company that the offer or sale of Registrable Units pursuant to
the Registration Statement would have a material adverse effect on the Company’s
Underwritten Offering; (ii) the Board of Directors of the LP in good faith has determined
that the offer or sale of any Registrable Units would materially impede, delay or interfere
with any proposed financing, offer or sale of securities, acquisition, corporate
reorganization or other significant transaction involving the Company; or (iii) the Board of
Directors of the LP has determined in good faith, that it is required by law, or that it is
in the best interests of the Company, to supplement the Registration Statement or file a
post-effective amendment to the Registration Statement (1) in order to ensure that the
Prospectus included in the Registration Statement contains the financial information
required under Section 10(a)(3) of the Securities Act; (2) upon the occurrence of any event
which makes a statement in the Prospectus included in the Registration Statement untrue in
any material respect or which requires the making of any changes in such Prospectus in order
to make the statements therein not misleading; or (3) in order to discloses any material
information with respect to the plan of distribution not disclosed in the Registration
Statement or any material change to such information. Upon the occurrence of any Suspension
Event, the Company shall use its commercially reasonable efforts to cause the Registration
Statement to become effective or to promptly amend or supplement the Registration Statement
or to take such action as is necessary to make resumed use of the Registration Statement
compatible with the Company’s best interests, as applicable, so as
to permit the Holders to resume sales of the Registrable Units as soon as practicable.
In no event shall the Company be permitted to suspend the use of a Registration Statement in
any 12-month period for more than 60 consecutive days or for more than an aggregate of 120
days, except as a result of a failure to cause any post-effective amendment to the



15









 







Registration Statement to become effective after the Company has used its commercially
reasonable efforts to cause such post-effective amendment to become effective, in which case
the Company shall terminate the suspension of the use of the Registration Statement promptly
following the effective date of the post-effective amendment.




     (b) If the Company gives a Suspension Notice to the Holders to suspend sales of the
Registrable Units following a Suspension Event, the Holders shall not effect any sales of
the Registrable Units pursuant to such Registration Statement at any time after they have
received a Suspension Notice from the Company and prior to receipt of an End of Suspension
Notice (as defined below). If so directed by the Company, each Holder will deliver to the
Company (at the expense of the Company) all copies other than permanent file copies then in
such Holder’s possession of the Prospectus covering the Registrable Units at the time of
receipt of the Suspension Notice. The Holders may recommence effecting sales of the
Registrable Units pursuant to the Registration Statement (or such filings) upon delivery by
the Company of notice that the Suspension Event or its potential effects are no longer
continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by
the Company to the Holders, the Initial Purchasers/Placement Agents and Selling Holders’
Counsel, if any, in the same manner as the Suspension Notice promptly following the
conclusion of any Suspension Event and its effect.



     6. Indemnification and Contribution.





     (a) (1) The Company agrees to indemnify and hold harmless each Holder (including each
Initial Purchaser/Placement Agent), the trustees, directors, officers, employees, Affiliates
and agents of each such Holder and each Person who controls any such Holder within the
meaning of either the Securities Act or the Exchange Act against any and all losses, claims,
damages, liabilities or actions (including legal or other expenses reasonably incurred in
connection with investigating or defending loss, claim, liability, damage or action)
(collectively “Losses”), joint or several, to which they or any of them may become subject
under the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such Losses arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus, in the light of the
circumstances under which they were made) not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such Losses; provided, however, that the
Company will not be liable in any such case to the extent that any such Loss arises out of
or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information,
furnished to the Company by or on behalf of the
party claiming indemnification specifically for inclusion therein. This indemnity
agreement shall be in addition to any liability that the Company may otherwise have.



16









 






          (2) The Manager agrees to indemnify and hold harmless each Holder (including each
Initial Purchaser/Placement Agent), the trustees, directors, officers, employees, Affiliates
and agents of each such Holder and each Person who controls any such Holder within the
meaning of either the Securities Act or the Exchange Act against any and all Losses, joint
or several, to which they or any of them may become subject under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such Losses arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or
Prospectus, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus, in the light of the circumstances under which they
were made) not misleading, in each case only with reference to written information relating
to the Manager furnished to the Company by or on behalf of the Manager specifically for
inclusion in the documents referred to in the foregoing indemnity; and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such Losses. This
indemnity agreement shall be in addition to any liability that the Manager may otherwise
have.




          (3) Each of the Partnership and the Manager also agrees, severally and not jointly, to
indemnify as provided in this Section 6(a) or contribute as provided in Section 6(e) hereof
to Losses of each underwriter, if any, of Registrable Units registered under any
Registration Statement in an Underwritten Offering, its trustees, directors, officers,
employees, Affiliates or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers/Placement Agents and the Holders provided in this paragraph (a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such agreement.




     (b) Each Holder of Registrable Units covered by a Registration Statement (including
each Initial Purchaser/Placement Agent that is a Holder, in such capacity) severally and not
jointly agrees to indemnify and hold harmless each of the Transaction Entities, its
directors, officers, employees, Affiliates and agents and each Person who controls the
Transaction Entities within the meaning of either the Securities Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Transaction Entities to each such
Holder, but only with reference to written information relating to such Holder furnished to
the Company by or on behalf of such Holder specifically for inclusion in the documents
referred to in the foregoing indemnity.




     (c) Promptly after receipt by an indemnified party under this Section 6 or notice of
the commencement of any action, such indemnified party will, if a claim in respect thereof
is to be made against the indemnifying party under this Section 6, notify the indemnifying
party in writing of the commencement thereof; but the failure so to promptly notify the
indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above
unless and to the extent it did not otherwise learn of such
action and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the indemnification
obligation



17









 







provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel (including local counsel) of the indemnifying party’s choice, which also
may be counsel to the indemnifying party except as provided for herein, at the indemnifying
party’s expense to represent the indemnified party in any action for which indemnification
is sought (in which case the indemnifying party shall not thereafter be responsible for the
fees and expenses of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the indemnified
party. Notwithstanding the indemnifying party’s election to appoint counsel (including
local counsel) to represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and the indemnifying
party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action; or (iii) the
indemnifying party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.




     (d) The indemnifying party under this Section 6 shall not be liable for any settlement
of any proceeding effected without its written consent, which shall not be withheld
unreasonably, but if settled with such consent or if there is a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party against any Loss
by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section 6(c) hereof,
the indemnifying party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 90
days after receipt by such indemnifying party of the aforesaid request and is not less than
20 days following a second request clearly marked as such on its face (which may be sent at
anytime on or after 45 days following the first such request) for reimbursement and (ii)
such indemnifying party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement, provided that any such request for
reimbursement shall be supported by documentation in reasonable detail. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity was or could have been
sought hereunder by such indemnified party, unless such settlement, compromise or consent
(x) includes an unconditional release of such indemnified party from all liability



18









 







on claims
that are the subject matter of such action, suit or proceeding and (y) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.




     (e) If the indemnification provided for in Section 6 is for any reason unavailable to
or otherwise insufficient to hold harmless an indemnified party in respect of any Loss
referred to therein, then each indemnifying party shall contribute to the aggregate amount
paid or payable by such indemnified party, as incurred, as a result of any Loss referred to
therein:




     (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party, on the one hand, and the indemnified party, on
the other hand, from the offering and sale of the Registrable Units, or




     (ii) if the allocation provided by Section (6)(e)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in Section 6(e)(i) above but also the 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 that resulted in such Loss, as well as any other relevant equitable
considerations.




The relative benefits received by the Transaction Entities, on the one hand, and the
Holders, on the other hand, in connection with such offering and such sale of the
Registrable Units pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the LP Units purchased under the
Purchase/Placement Agreement (before deducting expenses) received by the Company (or, in the
case of the Manager, the management fees actually received by the Manager pursuant to the
Management Agreement) and the total proceeds received by the Holders with respect to their
sale of Registrable Units. The relative fault of the indemnifying party, on the one hand,
and the indemnified party, on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information supplied by the
indemnifying party, on the one hand, or the indemnified party, on the other hand, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to
in this Section 6(e).




     The amount paid or payable by a party as a result of the Loss referred to above shall
be deemed to include, subject to the limitations set forth in Section 6(c), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.



19









 






     Notwithstanding the provisions of this Section 6, in no event will (i) any Holder be
required to undertake liability to any person under this Section 6 for any amounts in excess
of the dollar amount of the proceeds to be received by such Holder from the sale of such
Holder’s Registrable Units (after deducting any fees, discounts and commissions applicable
thereto) pursuant to any Shelf Registration Statement under which such Registrable Units are
to be registered under the Securities Act, (ii) any underwriter be required to undertake
liability to any person hereunder for any amounts in excess of the discount or commission
payable to such underwriter with respect to the Registrable Units underwritten by it and
distributed to the public and (iii) the Manager be required to undertake liability to any
person under this Section 6 for any amounts in excess of the dollar amount of the management
fees actually received by it pursuant to the Management Agreement. 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. The obligations of the Company and the Manager to contribute as provided
in this Section 6(e) are several and not joint, and to the extent both are indemnifying
parties, in proportion to the total net proceeds received by the Company and the management
fees actually received by the Manager pursuant to the Management Agreement. The Holders’
obligations to contribute as provided in this Section 6(e) are several and not joint.




     (f) The provisions of this Section 6 shall remain in full force and effect, regardless
of any investigation made by or on behalf of any Holder or the Transaction Entities or any
of the indemnified persons referred to in this Section 6, and shall survive the sale by a
Holder of securities covered by the Registration Statement.



     7. Market Stand-off Agreement.




     Each Holder hereby agrees that it shall not, to the extent requested by the Company or an
underwriter of securities of the Company, directly or indirectly, offer, sell, contract to sell,
pledge, otherwise dispose of, enter into any transaction which is designed to result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise) by such Holder or any Affiliate of such Holder or any Person in privity with such
Holder or any Affiliate of such Holder of, file (or participate in the filing of) a registration
statement with the Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act in respect of, any LP Units or any securities convertible into, or exercisable or exchangeable
for, LP Units, or publicly announce an intention to effect any such transaction for a period of up
to (i) 60 days following the effective date of the IPO Registration Statement of the Company filed
under the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the
Company pursuant to any other Registration Statement of the Company filed under the Securities Act;
provided, however, that:




     (a) with respect to the 60-day restriction that follows the effective date of the IPO
Registration Statement and the 60-day period that follows the date of an
Underwritten Offering pursuant to any other Registration Statement, such agreement
shall not be applicable to Registrable Units sold pursuant to such IPO Registration
Statement or other Registration Statement, as the case may be;



20









 






     (b) all of the LP’s executive officers and directors, together with the Manager and its
controlled Affiliates and their respective executive officers and directors then holding LP
Units or securities convertible into, or exchangeable or exercisable for, LP Units shall
enter into similar agreements for not less than the entire time period required of the
Holders hereunder; and




     (c) the other Holders shall be allowed any concession or proportionate release allowed
to any of the LP’s executive officers and directors, together with the Manager and its
controlled Affiliates and their respective executive officers and directors then holding LP
Units or securities convertible into, or exchangeable or exercisable for, LP Units.



     In order to enforce the foregoing covenant, the Company shall have the right to place
restrictive legends on the certificates representing the securities subject to this Section 7 and
to impose stop transfer instructions with respect to the Registrable Units and such other
securities of each Holder (and the securities of every other Person subject to the foregoing
restriction) until the end of such period.



     Nothing contained in this Section 7 shall be interpreted so as to preclude either the Company
or any underwriter from entering into lock-up agreements with Holders containing longer lock-up
periods or on different or additional terms.



     8. Termination of the Company’s Obligations.




     The Company shall have no further obligations pursuant to this Agreement at such time as no
Registrable Units are outstanding, provided, however, that the Company’s obligations under Sections
3, 6 and 9 of this Agreement, and the Manager’s obligations under Sections 6 and 9 of this
Agreement, shall remain in full force and effect following such time.



     9. Miscellaneous.





     (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to,
nor shall it, on or after the date of this Agreement, enter into, any agreement with respect
to the Company’s securities that conflicts with the rights granted to the Holders in this
Agreement. The Company represents and warrants that the rights granted to the Holders
hereunder do not in any way conflict with the rights granted to the holders of the Company’s
securities under any other agreements. The Company represents and covenants that it has not
granted, and shall not grant, to any security holders (other than the Holders in such
capacity) the right to include any of the Company’s securities in any Registration Statement
filed pursuant to this Agreement.




     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or consents to
or departures from the provisions hereof may not be given,
without the written consent of the Transaction Entities and Holders beneficially owning
a majority of the then outstanding Registrable Units; provided, however, that with respect
to any matter that directly or indirectly adversely affects the rights of any Initial
Purchaser/Placement Agent hereunder, the written consent of each such Initial



21









 







Purchaser/Placement Agent against which such amendment, qualification, supplement, waiver or
consent is to be effective shall be required. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to or departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of a Holder whose securities are
being sold pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders may be given by such Holder;
provided that the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.




     (c) Notices. All notices and other communications, provided for or permitted hereunder
shall be made in writing and delivered by facsimile (with receipt confirmed), electronic
mail, overnight courier or registered or certified mail, return receipt requested:




     (i)   if to a Holder, at the most current street or email address given by the
transfer agent and registrar of the LP Units to the Company;




     (ii)   if to the Initial Purchasers/Placement Agents, to:


c/o Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

Attention: ECM Legal



with a copy to (for informational purposes only):



Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Raymond B. Check, Esq.

Telecopy No.: (212) 225-3999;





     (iii)   if to the Company, to:


Tiptree Financial Partners, L.P.

767 Third Avenue, 11th Floor

New York, New York 10017

Attention: Chief Financial Officer

Telecopy. No.: (646) 218-1585



with a copy to (for informational purposes only):



Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Michael R. Littenberg, Esq.

Telecopy No.: (212) 593-5955




22









 







and





     (iv)   If to the Manager:


Tricadia Capital Management, LLC

767 Third Avenue, 11th Floor

Facsimile: (646) 218-1585

Attention: Chief Financial Officer



with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Facsimile: (212) 593-5955

Attention: Michael R. Littenberg.





     (d) Successors and Assigns; Third-Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the parties hereto
and shall inure to the benefit of each Holder. Each of the Transaction Entities agrees that
the Holders shall be third-party beneficiaries to the agreements made hereunder by the
Initial Purchasers/Placement Agents and the Transaction Entities, and each Holder shall have
the right to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder; provided, however, that no Holder
shall have the right to enforce such agreements unless and until such Holder fulfills all of
its obligations hereunder.




     (e) Legend. In addition to any other legend that may appear on the certificates
evidencing the Registrable Units, for so long as any Units or Additional Units remain
Registrable Units each certificate evidencing such Registrable Units shall contain a legend
to the following effect: “THE LP UNITS EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND
ENTITLED TO THE OBLIGATIONS AND BENEFITS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED
JUNE 12, 2007.”




     (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same
agreement.




     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN
THE STATE OF NEW YORK. THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.



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     (h) Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their commercially reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to
be the intention of the parties hereto that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.




     (i) Entire Agreement. This Agreement is intended by the parties hereto as a final
expression of their agreement, and is intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the subject matter
contained herein and therein.




     (j) Registrable Units Held by the Company or its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Units is required hereunder,
Registrable Units held by the Company, the Manager or their respective controlled Affiliates
shall not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.




     (l) Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the provisions of this Agreement. All references made
in this Agreement to “Section” refer to such Section of this Agreement, unless expressly
stated otherwise.




     (m) Remedies. Each Holder, in addition to being entitled to exercise all rights
provided to it herein or granted by law, including recovery of liquidated or other damages,
will be entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in
any action for specific performance the defense that a remedy at law would be adequate.



[Remainder of this Page Intentionally Left Blank]




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



	 	 	 	 	 
	 	TIPTREE FINANCIAL PARTNERS, L.P.

 	 
	 	By:  	/s/ Geoffrey Kauffman
 	 
	 	 	Name:  	Geoffrey Kauffman 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	TRICADIA CAPITAL MANAGEMENT, LLC,

solely for the purposes of the second paragraph of

Section 2(a) and Sections 6, 8 and 9 hereof.

 	 
	 	By:  	/s/ Julia Wyatt
 	 
	 	 	Name:  	Julia Wyatt 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BANC OF AMERICA SECURITIES LLC

BEAR, STEARNS & CO. INC.

UBS SECURITIES LLC

for themselves and on behalf of the Holders

 	 
	 	By:  	BANC OF AMERICA SECURITIES LLC
 	 
	 	 	 	 
	 	By:  	                                              /s/ Thomas M Morrison
 	 
	 	 	Name:  	Thomas M Morrison 	 
	 	 	Title:  	Managing Director 	 
	 




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