Unassociated Document


     

    Exhibit
4.3

     

    REGISTRATION
RIGHTS AGREEMENT

     

    by and
among

     

    U.S.
CONCRETE, INC.

     

    the
GUARANTORS named herein

     

    and the
HOLDERS party hereto

     

    
      
        
          

        

      

      Dated:  August 31,
2010

      
        
 

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	 
      	 
      	
                                          Page

                                        
	 
      	 
      	 
      	 
      
	
                                          1.(a)

                                        	Definitions	
                                          1

                                        
	 
      	
                                          (b)

                                        	
                                          Interpretation

                                        	
                                          6

                                        
	 
      	 
      	 
      	 
      
	
                                          2.

                                        	General;
      Securities Subject to this Agreement	
                                          7

                                        
	 
      	
                                          (a)

                                        	
                                          Grant
      of Rights

                                        	
                                          7

                                        
	 
      	
                                          (b)

                                        	
                                          Transfer
      of Registration Rights

                                        	
                                          7

                                        
	 
      	 
      	 
      	 
      
	
                                          3.

                                        	Shelf
      Registrations	
                                          7

                                        
	 
      	
                                          (a)

                                        	
                                          Filings

                                        	
                                          7

                                        
	 
      	
                                          (b)

                                        	
                                          Additional
      Electing Holders

                                        	
                                          8

                                        
	 
      	
                                          (c)

                                        	
                                          Suspension
      Periods

                                        	
                                          8

                                        
	 
      	
                                          (d)

                                        	
                                          Other
      Registration Rights

                                        	
                                          9

                                        
	 
      	
                                          (e)

                                        	
                                          Additional
      Interest and Liquidated Damages

                                        	
                                          9

                                        
	 
      	 
      	 
      	 
      
	
                                          4.

                                        	Piggyback
      Takedowns	
                                          10

                                        
	 
      	
                                          (a)

                                        	
                                          Right
      to Piggyback

                                        	
                                          10

                                        
	 
      	
                                          (b)

                                        	
                                          Priority
      on Primary Piggyback Takedowns

                                        	
                                          10

                                        
	 
      	
                                          (c)

                                        	
                                          Selection
      of Underwriters

                                        	
                                          10

                                        
	 
      	 
      	 
      	 
      
	
                                          5.

                                        	Holdback
      Agreements	
                                          10

                                        
	 
      	 
      	 
      	 
      
	
                                          6.

                                        	Registration
      Procedures	
                                          11

                                        
	 
      	
                                          (a)

                                        	
                                          Obligations
      of the Company

                                        	
                                          11

                                        
	 
      	
                                          (b)

                                        	
                                          Additional
      Obligations of the Company

                                        	
                                          12

                                        
	 
      	
                                          (c)

                                        	
                                          Seller
      Requirements

                                        	
                                          15

                                        
	 
      	 
      	 
      	 
      
	
                                          7.

                                        	Registration
      Expenses	
                                          16

                                        
	 
      	 
      	 
      	 
      
	
                                          8.

                                        	Indemnification;
      Contribution	
                                          16

                                        
	 
      	
                                          (a)

                                        	
                                          Indemnification
      by the Company

                                        	
                                          16

                                        
	 
      	
                                          (b)

                                        	
                                          Indemnification
      by Holders

                                        	
                                          17

                                        
	 
      	
                                          (c)

                                        	
                                          Conduct
      of Indemnification Proceedings

                                        	
                                          17

                                        
	 
      	
                                          (d)

                                        	
                                          Contribution

                                        	
                                          18

                                        
	 
      	 
      	 
      	 
      
	
                                          9.

                                        	Participation
      in Underwritten Offering/Sale of Registrable Securities	
                                          19

                                        
	 
      	 
      	 
      	 
      
	
                                          10.

                                        	Rule
      144 and Rule 144A; Other Exemptions	
                                          19

                                        
	 
      	 
      	 
      	 
      
	
                                          11.

                                        	Miscellaneous	
                                          20

                                        
	 
      	
                                          (a)

                                        	
                                          Stock
      Splits, etc.

                                        	
                                          20

                                        
	 
      	
                                          (b)

                                        	
                                          No
      Inconsistent Agreements

                                        	
                                          20

                                        
	 
      	
                                          (c)

                                        	
                                          Remedies

                                        	
                                          20

                                        
	 
      	
                                          (d)

                                        	
                                          Amendments
      and Waivers

                                        	
                                          20

                                        
	 
      	
                                          (e)

                                        	
                                          Notices

                                        	
                                          20

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      
	 
      	
                  (f)

                	
                  Successors
      and Assigns

                	
                  21

                
	 
      	
                  (g)

                	
                  Headings

                	
                  21

                
	 
      	
                  (h)

                	
                  GOVERNING
      LAW

                	
                  21

                
	 
      	
                  (i)

                	
                  Jurisdiction

                	
                  21

                
	 
      	
                  (j)

                	
                  WAIVER
      OF JURY TRIAL

                	
                  22

                
	 
      	
                  (k)

                	
                  Severability

                	
                  22

                
	 
      	
                  (l)

                	
                  Rules
      of Construction

                	
                  22

                
	 
      	
                  (m)

                	
                  Entire
      Agreement

                	
                  22

                
	 
      	
                  (n)

                	
                  Further
      Assurances

                	
                  22

                
	 
      	
                  (o)

                	
                  FWP
      Consent

                	
                  23

                
	 
      	
                  (p)

                	
                  Other
      Agreements

                	
                  23

                
	 
      	 
      	 
      	 
      
	
                  Annex
      A

                	
                  Notice
      and Questionnaire

                	
                  A-1

                


        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made
as of August 31, 2010, by and among U.S. Concrete, Inc., a Delaware
corporation (the “Company”), each of
the direct and indirect domestic subsidiaries of the Company identified on the
signature page hereto (collectively, the “Guarantors”) and any
parties purchasing Notes (as defined below) pursuant to the Note Purchase
Agreement (as defined below) (each a “Holder” and
collectively, the “Holders”).

     

    WHEREAS,
in connection with the Plan of Reorganization of the Company under Chapter 11 of
the United States Bankruptcy Code, the Company has issued $55,000,000 aggregate
principal amount of its 9.5% Convertible Secured Notes due 2015 (the “Notes”) (i) to
certain parties subscribing to purchase Notes pursuant to the Note Purchase
Agreement dated as of August 26, 2010 (the “Note Purchase
Agreement”) and (ii) to certain parties pursuant to that certain
Support Agreement, dated as of August 13, 2010, by and among the Company
and the put option parties named therein.  The Notes are issued
pursuant to the Indenture and are convertible into shares of Common Stock of the
Company in accordance with the terms set forth in the Indenture;
and

     

    WHEREAS,
the parties hereto desire to provide for, among other things, the grant of
registration rights with respect to the Registrable Securities (as hereinafter
defined).

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

     

    1.           (a)           Definitions.  As
used in this Agreement, and unless the context requires a different meaning, the
following terms have the meanings indicated:

     

    “Additional Interest”
has the meaning set forth in Section 3(e) hereof.

     

    “Affiliate” means,
with respect to a Person, any other Person which directly or indirectly controls
or is controlled by, or is under direct or indirect common control with, the
referent Person.

     

    “Automatic Shelf Registration
Statement” means an “automatic shelf registration statement” as defined
in Rule 405 promulgated under the Securities Act.

     

    “Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as that term is used in Section 13(d)(3) of the
Exchange Act), such “person” will be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire by conversion or exercise
of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time.  The terms “beneficially owns”
and beneficially
owned” have a corresponding meaning.


    
      
         


      

      
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    “Board of Directors”
means the board of directors of the Company (or any duly authorized committee
thereof).

     

    “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in
the State of New York are authorized or required by law or executive order
to close.

     

    “Commission” means the
United States Securities and Exchange Commission or any successor governmental
agency.

     

    “Common Stock” means
(i) the common stock, par value $0.001 per share, of the Company,
(ii) any securities of the Company or any successor or assign of the
Company into which such stock is reclassified or reconstituted or into which
such stock is converted or otherwise exchanged in connection with a combination
of shares, recapitalization, merger, sale of assets, consolidation or other
reorganization or otherwise or (iii) any securities received as a dividend
or distribution in respect of the securities described in clauses (i) and (ii)
above.

     

    “Common Stock Form S-1
Shelf” has the meaning set forth in Section 3(a)
hereof.

     

    “Common Stock Registration
Deadline” has the meaning set forth in Section 3(a)
hereof.

     

    “Company” has the
meaning set forth in the preamble to this Agreement.

     

    “control” (including,
with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”) means, unless otherwise noted, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

     

    “Conversion Price” has
the meaning set forth in the Indenture.

     

    “Counsel to the
Holders” means, with respect to any Piggyback Takedown, one (1) counsel
selected by the Holders of a Majority of the Registrable Securities requested to
be included in such Piggyback Takedown.

     

    “Disclosure Package”
means, with respect to any offering of Registrable Securities, (i) the
preliminary Prospectus, (ii) each Free Writing Prospectus and
(iii) all other information, in each case, that is deemed, under
Rule 159 promulgated under the Securities Act, to have been conveyed to
purchasers of securities at the time of sale of such securities (including,
without limitation, a contract of sale).


    
      
         


      

      
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    “Electing Holder”
means a Holder of Registrable Securities who provided the Company with a Notice
and Questionnaire.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission thereunder.

     

    “FINRA” means the
Financial Industry Regulatory Authority.

     

    “Form S-1 Shelf Registration
Statements” has the meaning set forth in Section 3(a)
hereof.

     

    “Form S-3 Shelf Registration
Statement” has the meaning set forth in Section 3(a)
hereof.

     

    “Free Writing
Prospectus” means any “free writing prospectus” as defined in
Rule 405 promulgated under the Securities Act.

     

    “Hedging Counterparty”
means a broker-dealer registered under Section 15(b) of the Exchange Act or
an Affiliate thereof.

     

    “Hedging Transaction”
means any transaction involving a security linked to the Registrable Securities
or any security that would be deemed to be a “derivative security” (as defined
in Rule 16a-1(c) promulgated under the Exchange Act) with respect to the
Registrable Securities or transaction (even if not a security) which would (were
it a security) be considered such a derivative security, or which transfers some
or all of the economic risk of ownership of the Registrable Securities,
including, without limitation, any forward contract, equity swap, put or call,
put or call equivalent position, collar, non-recourse loan, sale of an
exchangeable security or similar transaction.  For the avoidance of
doubt, the following transactions shall be deemed to be Hedging
Transactions:

     

    (i)          transactions
by a Holder in which a Hedging Counterparty engages in short sales of
Registrable Securities pursuant to a Prospectus and may use Registrable
Securities to close out its short position;

     

    (ii)         transactions
pursuant to which a Holder sells short Registrable Securities pursuant to a
Prospectus and delivers Registrable Securities to close out its short
position;

     

    (iii)        transactions
by a Holder in which the Holder delivers, in a transaction exempt from
registration under the Securities Act, Registrable Securities to the Hedging
Counterparty who will then publicly resell or otherwise transfer such
Registrable Securities pursuant to a Prospectus or an exemption from
registration under the Securities Act; and


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (iv)       a
loan or pledge of Registrable Securities to a Hedging Counterparty who may then
become a selling stockholder and sell the loaned securities or, in an event of
default in the case of a pledge, sell the pledged securities, in each case, in a
public transaction pursuant to a Prospectus.

     

    “Holder” and “Holders” shall mean
each Person for so long as it holds any Registrable Securities and each of its
successors and assigns and direct and indirect transferees who Beneficially Own
Registrable Securities.

     

    “Holder Free Writing
Prospectus” means each Free Writing Prospectus prepared by or on behalf
of the relevant Holder or used or referred to by such Holder in connection with
the offering of Registrable Securities.

     

    “Indemnified Party”
has the meaning set forth in Section 8(c) hereof.

     

    “Indemnifying Party”
has the meaning set forth in Section 8(c) hereof.

     

    “Indenture” means the
indenture, dated as of the date hereof, as amended or supplemented from time to
time, among the Company, the Guarantors and the Trustee.

     

    “Issue Date” means the
date of the original issuance of the Notes.

     

    “Liability” has the
meaning set forth in Section 8(a) hereof.

     

    “Lock-Up Period” has
the meaning set forth in Section 5 hereof.

     

    “Notes” has the
meaning set forth in the preamble to this Agreement.

     

    “Note Registration
Deadline” has the meaning set forth in Section 3(a) hereof..

     

    “Notes Shelf Registration
Statement” has the meaning set forth in Section 3(a)
hereof.

     

    “Notice and
Questionnaire” means a written notice delivered to the Company in the
form attached as Annex A hereto.

     

    “Person” means any
individual, firm, corporation, partnership, limited liability company, trust,
incorporated or unincorporated association, joint venture, joint stock company,
limited liability company, government (or an agency or political subdivision
thereof) or other entity of any kind, and shall include any successor (by merger
or otherwise) of such entity.

     

    “Piggyback Takedown”
has the meaning set forth in Section 4(a) hereof.

     

    “Prospectus” means the
prospectus related to any Registration Statement (whether preliminary or final
or any prospectus supplement, including, without limitation, a prospectus or
prospectus supplement that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance on
Rule 415, 430A, 430B or 430C under the Securities Act, as amended or
supplemented by any amendment or prospectus supplement), including
post-effective amendments, and all materials incorporated by reference in such
prospectus.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Registrable
Securities” means any and all (i) Notes, (ii) shares of Common
Stock issuable or issued upon conversion of the Notes and (iii) shares of Common
Stock issued by the Company in order to pay interest and/or premiums and/or
other amounts to the Holders in accordance with the provisions of the
Indenture.  Registrable Securities held by any Holder will cease to be
Registrable Securities, when (A) a Registration Statement covering such
Registrable Securities has been declared effective under the Securities Act by
the Commission and such Registrable Securities have been disposed of pursuant to
such effective Registration Statement, (B) such securities (other than
Registrable Securities that are Notes) have been disposed of pursuant to
Rule 144 promulgated under the Securities Act, (C) the entire amount
of the Registrable Securities held by any Holder may be sold by such Holder, in
the opinion of counsel reasonably satisfactory to the Company, without any
limitation as to volume, manner of sale or information requirements pursuant to
Rule 144 promulgated under the Securities Act or (D) they have ceased
to be outstanding.

     

    “Registration Default”
has the meaning set forth in Section 3(e) hereof.

     

    “Registration
Expenses” means all expenses (other than underwriting discounts and
commissions) arising from or incident to the registration of the sale of
Registrable Securities in compliance with this Agreement, including, without
limitation, (i) Commission, stock exchange, FINRA (including, without
limitation, fees, charges and disbursements of counsel in connection with FINRA
registration) and other registration and filing fees, (ii) all fees and
expenses incurred in connection with complying with any securities or blue sky
laws (including, without limitation, fees, charges and disbursements of counsel
in connection with blue sky qualifications of the Registrable Securities),
(iii) all printing, messenger and delivery expenses, (iv) the fees,
charges and disbursements of counsel to the Company and of its independent
public accountants and any other accounting and legal fees, charges and expenses
incurred by the Company (including, without limitation, any expenses arising
from any special audits or “comfort letters” required in connection with or
incident to any registration), (v) with respect to the shares of Common
Stock that are Registrable Securities, the fees and expenses incurred in
connection with the listing of the Registrable Securities on any national
securities exchange if the Common Stock of the Company is then so listed, and
(vi) reasonable fees, charges and disbursements of Counsel to the Holders
in connection with any Piggyback Takedown.

     

    “Registration
Statement” means any registration statement filed pursuant to the
Securities Act.

     

    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Selling Expenses”
means all expenses (including any underwriting fees, discounts, selling
commissions and stock transfer taxes) applicable to all Registrable Securities
registered by the Holders other than Registration Expenses.

     

    “Shelf” has the
meaning set forth in Section 3(a) hereof.

     

    “Shelf Registration”
means a registration of securities pursuant to a Registration Statement filed
with the Commission in accordance with and pursuant to Rule 415 promulgated
under the Securities Act (or any successor rule in effect).

     

    “Shelf Registration
Statements” has the meaning set forth in Section 3(a)
hereof.

     

    “Suspension Period”
has the meaning set forth in Section 3(c) hereof.

     

    “TIA” means Trust
Indenture Act of 1939, as amended.

     

    “Trustee” means U.S.
Bank National Association, until a successor replaces it in accordance with the
applicable provisions of the Indenture and thereafter means the successor
serving under the Indenture.

     

    “underwritten
offering” of securities means a public offering of securities registered
under the Securities Act in which an underwriter, placement agent or other
intermediary participates in the distribution of such securities.

     

    (b)        Interpretation.  Unless
otherwise noted:

     

    (i)           All
references to laws, rules, regulations and forms in this Agreement shall be
deemed to be references to such laws, rules, regulations and forms, as amended
from time to time or, to the extent replaced, the comparable successor laws,
rules, regulations and forms thereto in effect at the time.

     

    (ii)          All
references to agencies, self-regulatory organizations or governmental entities
in this Agreement shall be deemed to be references to the comparable successor
thereto.

     

    (iii)         All
references to agreements and other contractual instruments shall be deemed to be
references to such agreements or other instruments as they may be amended,
waived, supplemented or modified from time to time.

     

    (iv)         All
references to any amount of securities (including Registrable Securities) shall
be deemed to be a reference to such amount measured on an as-converted or
as-exercised basis.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    2.           General; Securities Subject
to this Agreement.

     

    (a)           Grant of
Rights.  The
Company hereby grants registration rights with respect to the Registrable
Securities to the Holders upon the terms and conditions set forth in this
Agreement.

     

    (b)           Transfer of Registration
Rights.  Any
Registrable Securities that are pledged or made the subject of a Hedging
Transaction, which Registrable Securities are not ultimately disposed of by the
Holder pursuant to such pledge or Hedging Transaction shall be deemed to remain
“Registrable Securities,” notwithstanding the release of such pledge or the
completion of such Hedging Transaction.

     

    3.           Shelf
Registrations.

     

    (a)           Filings.  The
Company shall use its commercially reasonable efforts to file on or prior to
September 1, 2011 (the “Note Registration
Deadline”) a Registration Statement for a Shelf Registration on Form S-1
covering the resale by the Electing Holders of all the Notes that constitute
Registrable Securities as of such date, on a delayed or continuous basis (the
“Notes Form S-1
Shelf”).  The Company shall use commercially reasonable efforts
to cause the registration statement to become effective as soon as practicable
following such filing.  The Company shall use its commercially
reasonable efforts to file on or prior to February 28, 2011 (the “Common Stock Registration
Deadline”) a Registration Statement for a Shelf Registration on
Form S-1 covering the resale of all the shares of Common Stock that
constitute Registrable Securities by the Electing Holders, on a delayed or
continuous basis (the “Common Stock Form S-1
Shelf” and, together with the Notes Form S-1 Shelf, the “Form S-1 Shelf Registration
Statements”).  The Company shall give written notice of the
filing of each of the Form S-1 Shelf Registration Statements at least fifteen
(15) days prior to filing each such Registration Statement to all Holders of
Registrable Securities and shall include in such Registration Statements all
Registrable Securities of Electing Holders.  Notwithstanding the
foregoing, each Shelf Registration Statement shall be on Form S-3 (or similar
short form) if the Company shall then be eligible to use such form; provided
that the Company shall use its commercially reasonable efforts to convert each
of the Form S-1 Shelf Registration Statements on Form S-1 (or similar long
form) to a Registration Statement for a Shelf Registration on Form S-3 (the
“Form S-3 Shelf
Registration Statement,” and together with the Form S-1 Shelf
Registration Statements, the “Shelf Registration
Statements”) on Form S-3 as soon as practicable after the Company becomes
eligible to use Form S-3.  The Company shall maintain each Shelf
Registration Statement in accordance with the terms hereof.  For the
avoidance of doubt, if all of the Notes have ceased to constitute Registrable
Securities by the Note Registration Deadline, no Notes Form S-1 Shelf shall be
required to be filed.


    
      
         


      

      
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    (b)           Additional Electing
Holders.  From
and after the date a Shelf Registration Statement is initially effective, as
promptly as is practicable after receipt of a proper Notice and Questionnaire,
and in any event within (x) ten (10) Business Days after the date such Notice
and Questionnaire is received by the Company or (y) if a Notice and
Questionnaire is so received during a Suspension Period, five (5) Business Days
after the expiration of such Suspension Period, the Company shall, if required
by applicable law, file with the Commission a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law, file
a supplement or supplements to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that the Electing Holder is named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of the Registrable Securities in accordance with applicable law and, if the
Company shall file a post-effective amendment to the Shelf Registration
Statement and such amendment is not automatically effective, use reasonable
efforts to cause such post-effective amendment to be declared or to otherwise
become effective under the Securities Act as promptly as is practicable;
provided that in no event shall the Company be required to make more than one
such filing during any twenty (20) Business Day period and, in addition, if the
Shelf Registration Statement is not an automatic shelf registration statement,
the Company shall not be required to make more than one such filing in any
calendar quarter; provided, further, that if such Notice and Questionnaire is
delivered during a Suspension Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth
above upon expiration of the Suspension Period in accordance with
Section 3(c).  Notwithstanding anything contained herein to the
contrary, the Company shall be under no obligation to name any Holder that is
not an Electing Holder as a selling securityholder in any Shelf Registration
Statement or related Prospectus; provided, however, that any Holder that becomes
an Electing Holder pursuant to the provisions of this Section 3(b) (whether
or not such Holder was an Electing Holder at the time the Shelf Registration
Statement was declared or otherwise became effective) shall be named as a
selling securityholder in the Shelf Registration Statement or related Prospectus
in accordance with the requirements of this Section (b).

     

    (c)           Suspension
Periods.  Upon
written notice to the Holders of Registrable Securities, (x) the Company
shall be entitled to suspend, for a period of time, the use of any Registration
Statement or Prospectus if the Board of Directors determines in its good faith
judgment, after consultation with counsel, that the Registration Statement or
any Prospectus may contain an untrue statement of a material fact or omits any
fact necessary to make the statements in the Registration Statement or
Prospectus not misleading and (y) the Company shall not be required to
amend or supplement the Registration Statement, any related Prospectus or any
document incorporated therein by reference if the Board of Directors determines
in its good faith judgment, after consultation with counsel, that such amendment
would reasonably be expected to have a material adverse effect on any proposal
or plan of the Company to effect a merger, acquisition, disposition, financing,
reorganization, recapitalization or similar transaction, in each case that is
material to the Company (in case of each clause (x) and (y), a “Suspension Period”);
provided that (A) there are no more than two (2) Suspension Periods in
any 12-month period, (B) the duration of all Suspension Periods may not
exceed ninety (90) days in the aggregate in any 12-month period, and
(C) the Company shall use its good faith efforts to amend the Registration
Statement and/or Prospectus to correct such untrue statement or omission as soon
as reasonably practicable.


    
      
         


      

      
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    (d)           Other Registration
Rights.  The
Company represents and warrants that as of the date of this Agreement it is not
a party to, or otherwise subject to, any other agreement granting registration
rights to any other Person with respect to any securities of the
Company.

     

    (e)           Additional Interest and
Liquidated Damages.  Subject
to the Company’s ability to declare Suspension Periods with respect to clause
(ii) below, if (i) the Common Stock Form S-1 Shelf is not filed by the
Common Stock Registration Deadline or the Notes Form S-1 Shelf is not filed by
the Note Registration Deadline, or (ii) any Registration Statement required
by this Agreement is filed and declared effective but shall thereafter cease to
be effective or fail to be usable for its intended purpose for more than 45 days
(each such event referred to in clauses (i) and (ii), a “Registration
Default”), the Company and the Guarantors hereby agree:

     

    (A)           The
Company shall pay additional interest (“Additional Interest”)
to each Holder of Notes that are Registrable Securities over and above the
interest set forth in the title of the Notes for the period of occurrence of
such Registration Default(s) until such time as no Registration Default is in
effect in an amount in cash equal to 0.25% per annum on the aggregate principal
amount of the Notes that are Registrable Securities, which rate shall increase
by 0.25% per annum for each subsequent 90-day period during which such
Registration Default continues, but in no event shall such increase exceed 1.00%
per annum; provided, that such Additional Interest shall only be payable with
respect to such Registrable Securities that are Notes which are Restricted
Securities (as defined in the Indenture).  Following the cure of all
Registration Defaults relating to any particular Notes that are Registrable
Securities, the Additional Interest will cease to accrue from the date of such
cure and the interest rate on the Notes that are Registrable Securities will
revert to the original interest rate born by such Notes; provided, however, that, if
after the date such Additional Interest ceases to accrue, a new Registration
Default shall occur, Additional Interest may again commence accruing pursuant to
the foregoing provisions.

     

    (B)           Any
amounts of Additional Interest will be payable semi-annually in arrears on the
interest payment dates of the Notes set forth in the Indenture to Holders of
record of the applicable Notes on the applicable dates of record set forth in
the Indenture.


    
      
         


      

      
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    4.           Piggyback
Takedowns.

     

    (a)           Right to
Piggyback.  If
the Company proposes to file a Registration Statement with respect to an
underwritten offering of any of its securities for its own account (other than a
Registration Statement on Form S-4 or S-8) (a “Piggyback Takedown”)
the Company shall give prompt written notice to all Holders of Registrable
Securities of its intention to effect such Piggyback Takedown.  In the
case of a Piggyback Takedown that is an offering under a Shelf Registration,
such notice shall be given not less than seven (7) Business Days prior to the
expected date of commencement of marketing efforts for such Piggyback
Takedown.  In the case of a Piggyback Takedown that is an offering
under a Registration Statement that is not a Shelf Registration Statement, such
notice shall be given not less than seven (7) Business Days prior to the
expected date of filing of such Registration Statement.  The Company
shall, subject to the provisions of Section 4(b) below, include in such
Piggyback Takedown, as applicable, all Registrable Securities that constitute
Common Stock with respect to which the Company has received written requests for
inclusion therein within five (5) Business Days after sending the Company’s
notice.  Notwithstanding anything to the contrary contained herein,
the Company may determine not to proceed with any Piggyback Takedown upon
written notice to the Holders of Registrable Securities requesting to include
their Registrable Securities in such Piggyback Takedown.

     

    (b)           Priority on Primary
Piggyback Takedowns.  If
a Piggyback Takedown is an underwritten primary registration on behalf of the
Company, and the managing underwriters for a Piggyback Takedown advise the
Company that in their reasonable opinion the number of securities requested to
be included in such Piggyback Takedown exceeds the number which can be sold in
an orderly manner in such offering within a price range acceptable to the
Company, the Company shall include in such Piggyback Takedown the number which
can be so sold in the following order of priority: (i) first, the
securities the Company proposes to sell, (ii) second, the Registrable
Securities requested to be included in such Piggyback Takedown (pro rata among
the Holders of such Registrable Securities on the basis of the number of
Registrable Securities requested to be included therein by each such Holder),
and (iii) third, other securities requested to be included in such
Piggyback Takedown.

     

    (c)           Selection of
Underwriters.  If
any Piggyback Takedown is an underwritten offering, the Company will have the
sole right to select the investment banker(s) and manager(s) for the
offering.

     

    5.           Holdback
Agreements.

     

    In
connection with any Piggyback Takedown, no Holder who “beneficially owns” (as
such term is defined under and determined pursuant to Rule 13d-3
promulgated under the Exchange Act) five percent (5%) or more of the outstanding
shares of Common Stock on as converted basis, shall effect any public sale or
distribution (including sales pursuant to Rule 144) of equity securities of
the Company, as applicable, or any securities convertible into or exchangeable
or exercisable for such securities, without prior written consent from the
Company, and subject to reasonable and customary exceptions to be agreed, during
the seven (7) days prior to and the 90-day period beginning on the date of
pricing of such Piggyback Takedown (the “Lock-Up Period”),
except as part of the Piggyback Takedown, and (i) unless the underwriters
managing the Piggyback Takedown otherwise agree and (ii) only if such
Lock-Up Period is applicable on substantially similar terms to the Company and
the executive officers and directors of the Company.  If (x) the
Company issues an earnings release or other material news or a material event
relating to the Company and its subsidiaries occurs during the last 17 days of
the Holdback Period or (y) prior to the expiration of the Holdback Period, the
Company announces that it will release earnings results during the 16-day period
beginning upon the expiration of the Holdback Period, then to the extent
necessary for a managing or co-managing underwriter of an underwritten offering
required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period
shall be extended until 18 days after the earnings release or the occurrence of
the material news or event, as the case may be (such period the “Holdback
Extension”).  The Company may impose stop-transfer instructions
with respect to its securities that are subject to the forgoing restriction
until the end of such period, including any period of Holdback
Extension.  Each Holder requesting to sell Registrable Securities in
connection with such Piggyback Takedown agrees to execute a lock-up agreement in
favor of the Company’s underwriters to such effect, subject to reasonable and
customary exceptions, and other exceptions as may be agreed by the Holders and
the underwriters, and, in any event, that the Company’s underwriters in
any relevant Piggyback Takedown shall be third party beneficiaries of this
Section 5.  The provisions of this Section 5 will no longer apply to a
Holder once such Holder ceases to hold Registrable Securities.


    
      
         


      

      
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    6.           Registration
Procedures.

     

    (a)           Obligations of the
Company.  Whenever
registration of Registrable Securities has been requested pursuant to
Section 3 or Section 4 hereof, the Company
shall use its commercially reasonable efforts to effect the registration and
sale of such Registrable Securities in accordance with the intended method of
distribution thereof and the following provisions shall apply in connection
therewith:

     

    (i)           No
Holder shall be entitled to be named as a selling securityholder in Resale Shelf
Registration Statement as of the time of its initial effectiveness or at any
time thereafter, and no Holder shall be entitled to use the Prospectus for
resales of Registrable Securities at any time, unless such Holder has become and
“Electing Holder” by returning a duly completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein and
has provided any other information reasonably requested in writing by the
Company.

     

    (ii)           Each
Electing Holder agrees to furnish promptly to the Company all information
required to be disclosed in order to make information previously furnished to
the Company by such holder not materially misleading and any other information
regarding such holder and the distribution of such holder’s Registrable
Securities as the Company may from time to time reasonably request in
writing.

     

    (iii)           Each
Electing Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing Holder
to the Company or of the occurrence of any event in either case as a result of
which any Prospectus relating to such registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading, and promptly to furnish to the Company (i) any additional
information required to correct and update any previously furnished information
or required so that such Prospectus shall not contain, with respect to such
Electing Holder or the disposition of such Registrable Securities, 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 and
(ii) any other information regarding such Electing Holder and the
distribution of such Registrable Securities as may be required to be disclosed
in the Shelf Registration Statement under applicable law or pursuant to
Commission comments.


    
      
         


      

      
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    (b)           Additional Obligations of
the Company.  The
Company will as expeditiously as possible:

     

    (i)           before
filing a Registration Statement or a Prospectus or any amendments or supplements
thereto in connection with any Piggyback Takedown, at the Company’s expense,
furnish to the Electing Holders upon written request from such Electing Holder
whose securities are covered by the Registration Statement, copies of all such
documents, other than documents that are incorporated by reference, proposed to
be filed and such other documents reasonably requested by such Holders, which
documents shall be subject to the review and comments of the Counsel to such
Holders;

     

    (ii)          notify
each Electing Holder of Registrable Securities whose securities are covered by
the Registration Statement of the filing and effectiveness of the Registration
Statement and prepare and file with the Commission such 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
a period ending on the date on which all Registrable Securities have been sold
under the Registration Statement applicable to such Shelf Registration or have
otherwise ceased to be Registrable Securities and notify each Electing Holder of
the filing and effectiveness of such amendments and supplements, and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement;

     

    (iii)         furnish
to each Electing Holder selling Registrable Securities without charge, such
number of copies of the applicable Registration Statement, each amendment and
supplement thereto, the Prospectus included in such Registration Statement
(including each preliminary Prospectus, final Prospectus, and any other
Prospectus (including any Prospectus filed under Rule 424, Rule 430A
or Rule 430B promulgated under the Securities Act and any “issuer free
writing prospectus” as such term is defined under Rule 433 promulgated
under the Securities Act)), all exhibits and other documents filed therewith and
such other documents as such seller may reasonably request
including in order to facilitate the disposition of the Registrable Securities
owned by such Holder, and upon request, a copy of any and all transmittal
letters or other correspondence to or received from, the Commission or any other
governmental authority relating to such offer;

     

    (iv)         use
its commercially reasonable efforts (A) to register or qualify such
Registrable Securities under such other securities or “blue sky” laws of such
jurisdictions as any seller reasonably requests, (B) to keep such
registration or qualification in effect for so long as such Registration
Statement remains in effect, and (C) to do any and all other acts and
things which may be reasonably necessary or advisable to enable such Electing
Holder to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such Electing Holder (provided that the Company shall not be
required to (A) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this subsection,
(B) subject itself to taxation in any such jurisdiction or (C) consent
to general service of process in any such jurisdiction);


    
      
         


      

      
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    (v)          notify
each Electing Holder selling Registrable Securities at any time when a
Prospectus relating to the applicable Registration Statement is required to be
delivered under the Securities Act;

     

    (A)           upon
discovery that, or upon the happening of any event as a result of which, such
Registration Statement, or the Prospectus or Free Writing Prospectus relating to
such Registration Statement, or any document incorporated or deemed to be
incorporated therein by reference contains an untrue statement of a material
fact or omits any fact necessary to make the statements in the Registration
Statement or the Prospectus or Free Writing Prospectus relating thereto not
misleading or otherwise requires the making of any changes in such Registration
Statement, Prospectus, Free Writing Prospectus or document, and, at the request
of any such Electing Holder and subject to the Company’s ability to declare
Suspension Periods pursuant to Section 3(c), the Company shall promptly
prepare a supplement or amendment to such Prospectus or Free Writing Prospectus,
furnish a reasonable number of copies of such supplement or amendment to each
such seller of such Registrable Securities, and file such supplement or
amendment with the Commission so that, as thereafter delivered to the purchasers
of such Registrable Securities, such Prospectus or Free Writing Prospectus as so
amended or supplemented shall not contain an untrue statement of a material fact
or omit to state any fact necessary to make the statements therein not
misleading,

     

    (B)           as
promptly as practicable after the Company becomes aware of any request by the
Commission or any Federal or state governmental authority for amendments or
supplements to a Registration Statement or related Prospectus or Free Writing
Prospectus covering Registrable Securities or for additional information
relating thereto,

     

    (C)           as
promptly as practicable after the Company becomes aware of the issuance or
threatened issuance by the Commission of any stop order suspending or
threatening to suspend the effectiveness of a Registration Statement covering
the Registrable Securities or


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (D)           as
promptly as practicable after the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any Registrable Security for sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose;

     

    (vi)          use
its commercially reasonable efforts to cause all such Registrable Securities, if
the Company’s Common Stock is then listed on a securities exchange or included
for quotation in a recognized trading market, to continue to be so listed or
included;

     

    (vii)         provide
and cause to be maintained a transfer agent and registrar for all such
Registrable Securities that are Common Stock from and after the effective date
of the applicable Registration Statement;

     

    (viii)        permit
any Electing Holder and Counsel to the Holders, in connection with a Piggyback
Takedown (including, but not limited to, reviewing, commenting on and attending
all meetings), review and comment upon any such Registration Statement and any
Prospectus supplements relating to a Piggyback Takedown, if
applicable;

     

    (ix)          in
the event of the issuance or threatened issuance of any stop order suspending
the effectiveness of a Registration Statement, or of any order suspending or
preventing the use of any related Prospectus or suspending the qualification of
any Registrable Securities included in such Registration Statement for sale in
any jurisdiction, the Company shall use its commercially reasonable efforts
promptly to (i) prevent the issuance of any such stop order, and in the
event of such issuance, to obtain the withdrawal of such order and
(ii) obtain the withdrawal of any order suspending or preventing the use of
any related Prospectus or Free Writing Prospectus or suspending qualification of
any Registrable Securities included in such Registration Statement for sale in
any jurisdiction at the earliest practicable date;

     

    (x)           provide
a CUSIP number for the Registrable Securities prior to the effective date of the
first Registration Statement that includes Registrable Securities;

     

    (xi)          if
requested by any participating Electing Holder promptly include in a Prospectus
supplement or amendment such information as the Holder may reasonably request,
including in order to permit the intended method of distribution of such
securities, and make all required filings of such Prospectus supplement or such
amendment as soon as reasonably practicable after the Company has received such
request;

     

    (xii)         in
the case of certificated Registrable Securities, cooperate with the
participating Holders of Registrable Securities and the managing underwriters to
facilitate the timely preparation and delivery of certificates (not bearing any
legends) representing Registrable Securities sold pursuant to a Shelf
Registration Statement;


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (xiii)        use
its commercially reasonable efforts to take all other actions necessary to
effect the registration and sale of the Registrable Securities contemplated
hereby;

     

    (xiv)        cause
the Registrable Securities covered by such Registration Statement to be
registered with or approved by such other governmental agencies or authorities,
as may be reasonably necessary by virtue of the business and operations of the
Company to enable the seller or sellers of Registrable Securities to consummate
the disposition of such Registrable Securities;

     

    (xv)         within
the deadlines specified by the Securities Act and the rules promulgated
thereunder, make all required filings of all Prospectuses and Free Writing
Prospectuses with the Commission;

     

    (xvi)        cause
the Indenture to be qualified under the TIA not later than the effective date of
the Notes Form S-1 Shelf; and, in connection therewith, cooperate with the
Trustee and the Holders of the Notes to effect such changes to the Indenture as
may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and to execute and use its commercially reasonable efforts to
cause the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner;
and

     

    (xvii)       within
the deadlines specified by the Securities Act and the rules promulgated
thereunder, make all required filing fee payments in respect of any Registration
Statement or Prospectus used under this Agreement (and any offering covered
thereby).

     

    (c)           Seller
Requirements.  In
connection with any offering under any Registration Statement under this
Agreement, each Electing Holder (i) shall promptly furnish to the Company
in writing such information with respect to such Holder and the intended method
of disposition of its Registrable Securities as the Company may reasonably
request or as may be required by law or regulations for use in connection with
any related Registration Statement or Prospectus (or amendment or supplement
thereto) and all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not contain a
material misstatement of fact or necessary to cause such Registration Statement
or Prospectus (or amendment or supplement thereto) not to omit a material fact
with respect to such Holder necessary in order to make the statements therein
not misleading; (ii) shall comply with the Securities Act and the Exchange
Act and all applicable state securities laws and comply with all applicable
regulations in connection with the registration and the disposition of the
Registrable Securities; and (iii) shall not use any Free Writing Prospectus
without the prior written consent of the Company.  If any Electing
Holder of Registrable Securities fails to provide such information required to
be included in such Registration Statement by applicable securities laws or
otherwise necessary or desirable in connection with the disposition of such
Registrable Securities in a timely manner after written request therefor, the
Company may exclude such Electing Holder’s Registrable Securities from a
registration under Sections 3 or 4 hereof.


    
      
         


      

      
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    Each
Person that has securities registered for resale on a Registration Statement
filed hereunder agrees that, upon receipt of any notice contemplated in
Section 3(c), such Person will forthwith discontinue the disposition of its
Registrable Securities pursuant to the applicable Registration
Statement.

     

    7.           Registration
Expenses.  All
Registration Expenses shall be borne by the Company.  All Selling
Expenses relating to Registrable Securities registered shall be borne by the
Holders of such Registrable Securities pro rata on the basis of the number of
Registrable Securities sold.

     

    8.           Indemnification;
Contribution.

     

    (a)           Indemnification by the
Company.  The
Company agrees to indemnify and hold harmless each Holder, its partners,
directors, officers, Affiliates, stockholders, members, managers, employees,
agents, trustees and each Person who controls (within the meaning of
Section 15 of the Securities Act) such Holder from and against any and all
losses, claims, damages, liabilities and expenses, or any action or proceeding
in respect thereof (including any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action, whether or not the indemnified party is a party to any
proceeding) (each, a “Liability” and
collectively, “Liabilities”),
arising out of or based upon (a) any untrue, or allegedly untrue, statement
of a material fact contained in any Disclosure Package, any Registration
Statement, any Prospectus, any Free Writing Prospectus or in any amendment or
supplement thereto; and (b) the omission or alleged omission to state in
any Disclosure Package, any Registration Statement, any Prospectus, any Free
Writing Prospectus or in any amendment or supplement thereto any material fact
required to be stated therein or necessary to make the statements therein not
misleading under the circumstances in which such statements were made; provided,
however, that the Company shall not be held liable in any such case to the
extent that any such Liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission contained
in such Disclosure Package, Registration Statement, Prospectus, Free Writing
Prospectus or such amendment or supplement thereto in reliance upon and in
conformity with information concerning such Holder furnished in writing to the
Company by or on behalf of such Holder expressly for inclusion therein,
including, without limitation, the information furnished to the Company pursuant
to Section 6(c) hereof.  The Company shall also provide customary
indemnities to any underwriters of the Registrable Securities, their officers,
directors and employees and each Person who controls such underwriters (within
the meaning of Section 15 of the Securities Act) to the same extent as provided
above with respect to the indemnification of the Holders of Registrable
Securities.


    
      
         


      

      
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    (b)           Indemnification by
Holders.  In
connection with any offering in which a Holder is participating pursuant to
Section 3 or 4 hereof, such Holder agrees severally (and not jointly) to
indemnify and hold harmless the Company, its partners, directors, officers,
Affiliates, stockholders, members, managers, employees, agents, trustees, the
other Holders, any underwriter retained by the Company and each Person who
controls the Company, the other Holders or such underwriter (within the meaning
of Section 15 of the Securities Act) to the same extent as the foregoing
indemnity from the Company to the Holders (including indemnification of their
respective partners, directors, officers, Affiliates, stockholders, members,
employees, trustees and controlling Persons), but only to the extent that
Liabilities arise out of or are based upon a statement or alleged statement or
an omission or alleged omission that was made in reliance upon and in conformity
with information with respect to such Holder furnished in writing to the Company
by or on behalf of such Holder expressly for use in such Disclosure Package,
Registration Statement, Prospectus, Free Writing Prospectus or such amendment or
supplement thereto, including, without limitation, the information furnished to
the Company pursuant to Section 6(c) hereof; provided, however, that the
total amount to be indemnified by such Holder pursuant to this Section 8(b)
shall be limited to the net proceeds (after deducting underwriters’ discounts
and commissions) received by such Holder in the offering to which such
Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus
or such amendment or supplement thereto relates.

     

    (c)           Conduct of Indemnification
Proceedings.  Any
Person entitled to indemnification or contribution hereunder (the “Indemnified Party”)
agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”)
after the receipt by the Indemnified Party of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which the Indemnified Party intends to claim indemnification
or contribution pursuant to this Agreement; provided, however, that the
failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party of any Liability that it may have to the Indemnified Party hereunder
(except to the extent that the Indemnifying Party is materially prejudiced or
otherwise forfeits substantive rights or defenses by reason of such
failure).  If notice of commencement of any such action is
given to the Indemnifying Party as above provided, the Indemnifying Party
shall be entitled to participate in and, to the extent it may wish, jointly with
any other Indemnifying Party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably
satisfactory to such Indemnified Party.  Each Indemnified Party shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the reasonable and documented out-of-pocket fees and
expenses of such counsel shall be paid by the Indemnified Party unless
(i) the Indemnifying Party agrees to pay the same, (ii) the
Indemnifying Party fails to assume the defense of such action with counsel
reasonably satisfactory to the Indemnified Party or (iii) the named parties
to any such action (including any impleaded parties) include both the
Indemnifying Party and the Indemnified Party and such parties have been advised
by such counsel that either (x) representation of such Indemnified Party
and the Indemnifying Party by the same counsel would be inappropriate under
applicable standards of professional conduct or (y) there may be one or
more legal defenses available to the Indemnified Party which are different from
or additional to those available to the Indemnifying Party.  In any of
such cases, the Indemnifying Party shall not have the right to assume the
defense of such action on behalf of such Indemnified Party, it being understood,
however, that the Indemnifying Party shall not be liable for the reasonable and
documented out-of-pocket fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all Indemnified Parties and all
such reasonable and documented out-of-pocket fees and expenses shall be
reimbursed as incurred.  No Indemnifying Party shall be liable for any
settlement entered into without its written consent, which consent shall not be
unreasonably withheld.  No Indemnifying Party shall, without the
consent of such Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which such Indemnified Party is a party and
indemnity has been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability for claims that are the subject matter of such
proceeding.  Notwithstanding the foregoing, if at any time an
Indemnified Party shall have requested the Indemnifying Party to reimburse the
Indemnified Party for fees and expenses of counsel as contemplated by this
Section 8, the Indemnifying Party agrees that it shall be liable for any
settlement of any proceeding effected without the Indemnifying Party’s written
consent if (i) such settlement is entered into more than thirty business
days after receipt by the Indemnifying Party of the aforesaid request and
(ii) the Indemnifying Party shall not have reimbursed the Indemnified Party
in accordance with such request or contested the reasonableness of such fees and
expenses prior to the date of such settlement.


    
      
         


      

      
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    (d)           Contribution.  If
the indemnification provided for in this Section 8 from the Indemnifying
Party is unavailable to an Indemnified Party hereunder or insufficient to hold
harmless an Indemnified Party in respect of any Liabilities referred to herein,
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Liabilities in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions which resulted in such Liabilities, as well as any other
relevant equitable considerations.  The relative faults of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a party as a result of the
Liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 8(a), 8(b) and 8(c) hereof, any
reasonable and documented out-of-pocket legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or
proceeding; provided, that the
total amount to be contributed by any Holder shall be limited to the net
proceeds (after deducting the underwriters’ discounts and commissions) received
by such Holder in the offering.


    
      
         


      

      
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    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation
or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(e) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

     

    9.           Participation in
Underwritten Offering/Sale of Registrable Securities.

     

    (a)           No
Person may participate in any underwritten offering hereunder unless such Person
(i) agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements in customary form entered into pursuant to this
Agreement and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements; provided, that the
Holders included in any underwritten registration shall make only those
representations and warranties to the Company or the underwriters as are
customary for similar transactions and such other representations and warranties
that the underwriters may reasonably request that are agreed by any such
Holder.

     

    (b)           Each
Person that has securities registered on a Registration Statement filed
hereunder agrees that, upon receipt of any notice contemplated in Section
3(e)(ii), such Person will forthwith discontinue the disposition of its
Registrable Securities pursuant to the applicable Registration
Statement.

     

    10.           Rule 144 and
Rule 144A; Other Exemptions.  With
a view to making available to the Holders of Registrable Securities the benefits
of Rule 144 and Rule 144A promulgated under the Securities Act and
other rules and regulations of the Commission that may at any time permit a
Holder of Registrable Securities to sell securities of the Company to the public
without registration, the Company covenants that it will (i) file in a
timely manner all reports and other documents required, if any, to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations
adopted thereunder and (ii) make available information necessary to comply
with Rule 144 and Rule 144A, if available with respect to resales of
the Registrable Securities under the Securities Act, at all times, 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 (x) Rule 144 and Rule 144A
promulgated under the Securities Act (if available with respect to resales of
the Registrable Securities), as such rules may be amended from time to time or
(y) any other rules or regulations now existing or hereafter adopted by the
Commission.  Upon the reasonable request of any Holder of Registrable
Securities, the Company will deliver to such Holder a written statement as to
whether it has complied with such information

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    11.           Miscellaneous.

     

    (a)           Stock Splits,
etc.  The
provisions of this Agreement shall be appropriately adjusted for any stock
dividends, splits, reverse splits, combinations recapitalizations and the like
occurring after the date hereof.

     

    (b)           No Inconsistent
Agreements.  The
Company shall not enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this
Agreement.

     

    (c)           Remedies.  The
Holders, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, shall be entitled to seek specific performance of
their rights under this Agreement.  All rights and remedies existing
under this Agreement are cumulative to, and not exclusive of, any rights or
remedies available under this Agreement or otherwise.

     

    (d)           Amendments and
Waivers.  This
Agreement may be amended with the consent of the Company and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company shall have obtained the written consent
of the Holders of at least a majority of the Registrable Securities then
outstanding to such amendment, action or omission to act; provided that no such
amendment, action or omission that adversely affects, alters or changes the
interests of any Holder in a manner different than all other Holders shall be
effective against such Holder without the prior written consent of such
Holder.

     

    No waiver
of any terms or conditions of this Agreement shall operate as a waiver of any
other breach of such terms and conditions or any other term or condition, nor
shall any failure to enforce any provision hereof operate as a waiver of such
provision or of any other provision hereof. No written waiver hereunder, unless
it by its own terms explicitly provides to the contrary, shall be construed to
effect a continuing waiver of the provisions being waived and no such waiver in
any instance shall constitute a waiver in any other instance or for any other
purpose or impair the right of the party against whom such waiver is claimed in
all other instances or for all other purposes to require full compliance with
such provision.  The failure of any party to enforce any provision of
this Agreement shall not be construed as a waiver of such provision and shall
not affect the right of such party thereafter to enforce each provision of this
Agreement in accordance with its terms.

     

    (e)           Notices.  All
notices, demands and other communications provided for or permitted hereunder
shall be made in writing and shall be made by registered or certified
first-class mail, return receipt requested, telecopy, electronic transmission,
courier service or personal delivery:


     

    (i)           If
to the Company:

     

    2925
Briarpark, Suite 1050

    Houston,
TX 77042

    Telecopy:
(713) 499-6201

    Attention:
General Counsel


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              If
      to any Holder, at its address as it appears in the books and records of
      the Company.

            


    

     

    All such
notices, demands and other communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial courier service; five (5) Business Days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is acknowledged, if telecopied, or electronically transmitted.  Any
party may by notice given in accordance with this Section 12(e) designate
another address or Person for receipt of notices hereunder.

     

    (f)           Successors and
Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties including each Holder of any Registrable
Securities, provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in violation
of the terms of the Indenture.  If any transferee of any Holder shall
acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to and benefit from
all of the terms of this Agreement, and by taking and holding such Registrable
Securities, such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
person shall be entitled to receive the benefits hereof.

     

    (g)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (h)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

     

    (i)           Jurisdiction.  Any
action or proceeding against any party hereto relating in any way to this
Agreement or the transactions contemplated hereby may be brought and enforced in
the federal or state courts in the State of New York, and each party, on
behalf of itself and its respective successors and assigns, irrevocably consents
to the jurisdiction of each such court in respect of any such action or
proceeding.  Each party, on behalf of itself and its respective
successors and assigns, irrevocably consents to the service of process in any
such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, return receipt requested, to such person or
entity at the address for such person or entity set forth in Section 12(d)
hereof of this Agreement or such other address such person or entity shall
notify the other in writing.  The foregoing shall not limit the right
of any person or entity to serve process in any other manner permitted by law or
to bring any action or proceeding, or to obtain execution of any judgment, in
any other jurisdiction.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    Each
party, on behalf of itself and its respective successors and assigns, hereby
irrevocably waives any objection that it may now or hereafter have to the laying
of venue of any action or proceeding arising under or relating to this Agreement
or the transactions contemplated hereby in any court located in the State of
New York or located in any other jurisdiction chosen by the Company in
accordance with Section 12(i) hereof.  Each party, on behalf of
itself and its respective successors and assigns, hereby irrevocably waives any
claim that a court located in the State of New York is not a convenient
forum for any such action or proceeding.

     

    Each
party, on behalf of itself and its respective successors and assigns, hereby
irrevocably waives, to the fullest extent permitted by applicable United States
federal and state law, all immunity from jurisdiction, service of process,
attachment (both before and after judgment) and execution to which he might
otherwise be entitled in any action or proceeding relating in any way to this
Agreement or the transactions contemplated hereby in the courts of the State of
New York, of the United States or of any other country or jurisdiction, and
hereby waives any right he might otherwise have to raise or claim or cause to be
pleaded any such immunity at or in respect of any such action or
proceeding.

     

    (j)           WAIVER OF JURY
TRIAL.  EACH
PARTY, ON BEHALF OF ITSELF AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY
IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION BASED UPON, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

     

    (k)           Severability.  If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions hereof shall not be in
any way impaired.

     

    (l)           Rules of
Construction.  Unless
the context otherwise requires, references to sections or subsections refer to
sections or subsections of this Agreement.  Terms defined in the
singular have a comparable meaning when used in the plural, and vice
versa.

     

    (m)           Entire
Agreement.  This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto with respect to the subject matter contained
herein.  There are no restrictions, promises, representations,
warranties or undertakings with respect to the subject matter contained herein,
other than those set forth or referred to herein.  This Agreement
supersedes all prior agreements and understandings among the parties with
respect to such subject matter.

     

    (n)           Further
Assurances.  Each
of the parties shall execute such documents and perform such further acts as may
be reasonably required or desirable to carry out or to perform the provisions of
this Agreement.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    (o)           FWP
Consent.  No
Electing Holder shall use a Holder Free Writing Prospectus without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.

     

    (p)           Other
Agreements.  Nothing
contained in this Agreement shall be deemed to be a waiver of, or release from,
any obligations any party hereto may have under, or any restrictions on the
transfer of Registrable Securities or other securities of the Company imposed
by, any other agreement.

     

    [Remainder
of page intentionally left blank]


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed,
this Registration Rights Agreement on the date first written above.

     

    
      
        	
                COMPANY:

              
	 
      
	
                U.S.
      CONCRETE, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:
      Michael W. Harlan

              
	 
      	
                Title:  
      Chief Executive Officer and President

              
	 
      	 
      
	
                GUARANTORS:

              
	 
      
	
                ALBERTA
      INVESTMENTS, INC.

              
	
                ALLIANCE
      HAULERS, INC.

              
	
                ATLAS
      REDI-MIX, LLC

              
	
                ATLAS-TUCK
      CONCRETE, INC.

              
	
                BEALL
      CONCRETE ENTERPRISES, LLC

              
	
                BEALL
      INDUSTRIES, INC.

              
	
                BEALL
      INVESTMENT CORPORATION, INC.

              
	
                BEALL
      MANAGEMENT, INC.

              
	
                HAMBURG
      QUARRY LIMITED LIABILITY COMPANY

              
	
                REDI-MIX
      CONCRETE, L.P.

              
	
                REDI-MIX
      GP, LLC

              
	
                REDI-MIX,
      LLC

              


      

    

    


    
      
        
          	
                  By:

                	
                  /s/ Michael W. Harlan

                
	 
      	
                  Name:
      Michael W. Harlan

                
	 
      	
                  Title:  
      President

                


        

      

    

     

    Signature
Page to the Registration Rights Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        	
                KURTZ
      GRAVEL COMPANY

              
	
                SUPERIOR
      HOLDINGS, INC.

              
	
                TITAN
      CONCRETE INDUSTRIES, INC.

              
	
                USC
      ATLANTIC, INC.

              
	
                USC
      MICHIGAN, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:
      Michael W. Harlan

              
	 
      	
                Title:
      Vice President and Secretary

              
	 
      	 
      
	
                EASTERN
      CONCRETE MATERIALS, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:
      Michael W. Harlan

              
	 
      	
                Title:  
      President and Secretary

              


      

    

     

    Signature
Page to the Registration Rights Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                AMERICAN
      CONCRETE PRODUCTS, INC.

              
	
                BRECKENRIDGE
      READY MIX, INC.

              
	
                BUILDERS’
      REDI-MIX, LLC

              
	
                BWB,
      INC. OF MICHIGAN

              
	
                CENTRAL
      CONCRETE SUPPLY CO., INC.

              
	
                CENTRAL
      PRECAST CONCRETE, INC.

              
	
                INGRAM
      CONCRETE, LLC

              
	
                MG,
      LLC

              
	
                SAN
      DIEGO PRECAST CONCRETE, INC.

              
	
                SMITH
      PRE-CAST, INC.

              
	
                SIERRA
      PRECAST, INC.

              
	
                SUPERIOR
      CONCRETE MATERIALS, INC.

              
	
                U.S.
      CONCRETE ON-SITE, INC.

              
	
                USC
      MANAGEMENT CO., LLC

              
	
                USC
      PAYROLL, INC.

              
	
                USC
      TECHNOLOGIES, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:
      Curt M. Lindeman

              
	 
      	
                Title:  
      Vice President and Secretary

              
	 
      	 
      
	
                LOCAL
      CONCRETE SUPPLY & EQUIPMENT, LLC

              
	
                MASTER
      MIX CONCRETE, LLC

              
	
                MASTER
      MIX, LLC

              
	
                NYC
      CONCRETE MATERIALS, LLC

              
	
                PEBBLE
      LANE ASSOCIATES, LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:
      Curt M. Lindeman

              
	 
      	
                Title:  
      President and Secretary

              


      

    

     

    Signature
Page to the Registration Rights Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                CONCRETE
      ACQUISITION III, LLC

              
	
                CONCRETE
      ACQUISITION IV, LLC

              
	
                CONCRETE
      ACQUISITION V, LLC

              
	
                CONCRETE
      ACQUISITION VI, LLC

              
	
                CONCRETE
      XXXIII ACQUISITION, INC.

              
	
                CONCRETE
      XXXIV ACQUISITION, INC.

              
	
                CONCRETE
      XXXV ACQUISITION, INC.

              
	
                CONCRETE
      XXXVI ACQUISITION, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:
      Curt M. Lindeman

              
	 
      	
                Title:
      President

              


      

    

     

    Signature
Page to the Registration Rights Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                RIVERSIDE
      MATERIALS, LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Wallace H. Johnson

              
	 
      	
                Name:
      Wallace H. Johnson

              
	 
      	
                Title:  
      President and Secretary

              


      

    

     

    Signature
Page to the Registration Rights Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Annex A

     

    Notice
and Questionnaire

     

    The
undersigned beneficial holder of 9.5% Convertible Secured Notes due 2015 (the
“Notes”) of U.S. Concrete, Inc. (the “Company”) and/or common stock, par value
$0.001 per share, of the Company (including common stock issuable upon the
conversion of the Notes or in order to pay interest and/or premium and/or other
amounts to the Holders in accordance with the provisions of the Indenture) which
are Registrable Securities understands that the Company intends to file or has
filed with the Securities and Exchange Commission (the “Commission”) a
registration statement (the “Resale Shelf Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Registrable Securities, in accordance
with the terms of the registration rights agreement (the “Registration Rights
Agreement”), among the Company and the Holders named therein. A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Registration Rights
Agreement.

     

    Each
beneficial holder of Registrable Securities (each a “beneficial owner”) is
entitled to the benefits of the Registration Rights Agreement. In order to sell,
or otherwise dispose of, any Registrable Securities pursuant to the Resale Shelf
Registration Statement, a beneficial owner of Registrable Securities generally
will be required to be named as a selling securityholder in the related
prospectus, deliver a prospectus to purchasers of Registrable Securities and be
bound by those provisions of the Registration Rights Agreement applicable to
such beneficial owner (including certain indemnification provisions as described
below).  Beneficial owners that do not complete this Notice and
Questionnaire and deliver it to the Company as provided below will not be named
as selling securityholders in the prospectus and, therefore, will not be
permitted to sell any Registrable Securities pursuant to the Resale Shelf
Registration Statement.

     

    Certain
legal consequences arise from being named as a selling securityholder in the
Resale Shelf Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Resale Shelf Registration
Statement and the related prospectus.

     

    NOTICE

     

    The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable
Securities hereby gives notice to the Company of its intention to sell or
otherwise dispose of Registrable Securities beneficially owned by it and listed
below in Item 3 (unless otherwise specified under such Item 3) pursuant to the
Resale Shelf Registration Statement. The undersigned, by signing and returning
this Notice and Questionnaire, understands that it will be bound by the terms
and conditions of this Notice and Questionnaire and the Registration Rights
Agreement.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    Pursuant
to the Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company’s directors and officers and each person, if any,
who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), from and against certain losses arising in
connection with statements concerning the undersigned that are made in the 
Resale Shelf Registration Statement or the related prospectus in reliance upon
the information provided in this Notice and Questionnaire.

     

    If the
Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item 3 below after the date on which such information is
provided to the Company, the Selling Securityholder agrees to notify the
transferee(s) at the time of the transfer of its rights and obligations
under this Notice and Questionnaire and the Registration Rights
Agreement.

     

    QUESTIONNAIRE

     

    Please
respond to every item, even if your response is “none.” If you need more space
for any response, please attach additional sheets of paper. Please be sure to
indicate your name and the number of the item being responded to on each such
additional sheet of paper, and to sign each such additional sheet of paper
before attaching it to this Questionnaire. Please note that you may be asked to
answer additional questions depending on your responses to the following
questions.

     

    If you
have any questions about the contents of this Questionnaire or as to who should
complete this Questionnaire, please contact the General Counsel of the Company
at telephone
number:  [                    ].

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate and
complete:

     

    
      	
              1.

            	
              Your
      Identity and Background as the Beneficial Owner of the Registrable
      Securities.

            


    

     

    (a)           Your
full legal name:

     

    
      	
               
      

            	
              (b)

            	
              Your
      business address (including street address) (or residence if no business
      address), telephone number and facsimile
number:

            


    

     

    Address:

     

    Telephone
No.:

     

    Fax
No.:


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Are
      you a broker-dealer registered pursuant to Section 15 of the Exchange
      Act?

            


    

     

    
      	
               
      

            	
               ̈

            	
              Yes.

            


    

     

    
      	
               
      

            	
               ̈

            	
              No.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      your response to Item 1(c) above is no, are you an “affiliate” of a
      broker-dealer registered pursuant to Section 15 of the Exchange
      Act?

            


    

     

    
      	
               
      

            	
               ̈

            	
              Yes.

            


    

     

    
      	
               
      

            	
               ̈

            	
              No.

            


    

     

    For the
purposes of this Item 1(d), an “affiliate” of a registered broker-dealer
includes any person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such broker-dealer, and does not include any individuals employed by such
broker-dealer or its affiliates.

     

    
      	
               
      

            	
              (e)

            	
              Full
      legal name of person through which you hold the Registrable Securities
      (i.e., name of your broker or the DTC participant, if applicable, through
      which your Registrable Securities are
held):

            


    

     

    Name of
Broker:

     

    DTC
No.:

     

    Contact
person:

     

    Telephone
No.:

     

    
      	
              2.

            	
              Your
      Relationship with the Company.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Have
      you or any of your affiliates, officers, directors or principal equity
      holders (owners of 5% or more of the equity securities of the undersigned)
      held any position or office or have you had any other material
      relationship with the Company (or its predecessors or affiliates) within
      the past three years?

            


    

     

    
      	
               
      

            	
               ̈

            	
              Yes.

            


    

     

    
      	
               
      

            	
               ̈

            	
              No.

            


    

     

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              If
      your response to Item 2(a) above is yes, please state the nature and
      duration of your relationship with the
Company:

            


    

     

    
      	
              3.

            	
              Your
      Interest in the Registrable
Securities.

            


    

     

    
      	
               
      

            	
              (a)

            	
              State
      the type and amount of Registrable Securities beneficially owned by
      you:

            


    

     

    State the
CUSIP No(s). of such Registrable Securities beneficially owned by
you:

     

    
      	
               
      

            	
               ̈

            	
              Yes.

            


    

     

    
      	
               
      

            	
               ̈

            	
              No.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Other
      than as set forth in your response to Item 3(a) above, do you
      beneficially own any other securities of the
  Company?

            


    

     

    
      	
               
      

            	
               ̈

            	
              Yes.

            


    

     

    
      	
               
      

            	
               ̈

            	
              No.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      your answer to Item 3(b) above is yes, state the type, the aggregate
      amount and CUSIP No. of such other securities of the Company
      beneficially owned by you:

            


    

     

    Type:

     

    Aggregate
amount:

     

    CUSIP
No.:

     

    
      	
               
      

            	
              (d)

            	
              Did
      you acquire the securities listed in Item 3(a) above in the ordinary
      course of business?

            


    

     

    
      	
               
      

            	
               ̈

            	
              Yes.

            


    

     

    
      	
               
      

            	
               ̈

            	
              No.

            


    

     

    
      	
               
      

            	
              (e)

            	
              At
      the time of your purchase of the securities listed in Item
      3(a) above, did you have any agreements or understandings, direct or
      indirect, with any person to distribute the
  securities?

            


    

     

    
      	
               
      

            	
               ̈

            	
              Yes.

            


    

     

    
      	
               
      

            	
               ̈

            	
              No.

            


    

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              If
      your response to Item 3(e) above is yes, please describe such
      agreements or understandings:

            


    

     

    
      	
              4.

            	
              Nature
      of your Beneficial Ownership.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Check
      if the beneficial owner set forth in your response to Item 1(a) is
      any of the below:

            


    

     

    
      	
               
      

            	
              (i)

            	
              A
      reporting company under the Exchange Act.  ̈

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A
      majority-owned subsidiary of a reporting company under the Exchange Act.
       ̈

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      registered investment fund under the 1940 Act.  ̈

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the beneficial owner of the Registrable Securities set forth in your
      response to Item 1 (a) above is a limited partnership, state the
      names of the general partner(s) of such limited
      partnership:

            


    

     

    
      	
               
      

            	
              (i)

            	
              With
      respect to each general partner listed in Item 4(b) above who is not
      a natural person and is not publicly-held, name each shareholder (or
      holder of partnership interests, if applicable) of such general partner.
      If any of these named shareholders are not natural persons or
      publicly-held entities, please provide the same information. This process
      should be repeated until you reach natural persons or a publicly-held
      entity.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Name
      your controlling shareholder(s) (the “Controlling Entity”). If the
      Controlling Entity is not a natural person and is not a publicly-held
      entity, name each shareholder of such Controlling Entity. If any of these
      named shareholders are not natural persons or publicly-held entities,
      please provide the same information. This process should be repeated until
      you reach natural persons or a publicly-held
  entity.

            


    

     

    
      	
               
      

            	
              (i)

            	
              (A) Full
      legal name of Controlling Entity(ies) or natural person(s) who
      has/have sole or shared voting or dispositive power over the Registrable
      Securities:

            


    

     

    (B) Business
address (including street address) (or residence if no business address),
telephone number and facsimile number of such person(s):

     

    Address:

     

    Telephone
No.:

     

    Fax
No.:


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    (C) Name
of shareholders:

     

    
      	
               
      

            	
              (ii)

            	
              (A) Full
      legal name of Controlling
Entity(ies):

            


    

     

    (B) Business
address (including street address) (or residence if no business address),
telephone number and facsimile number of such person(s):

     

    Address:

     

    Telephone
No.:

     

    Fax
No.:

     

    
      	
               
      

            	
              (iii)

            	
              Name
      of shareholders:

            


    

     

    
      	
              5.

            	
              Plan
      of Distribution.

            


    

     

    Except as
set forth below, the undersigned Selling Securityholder intends to distribute
the Registrable Securities listed above in Item (3) only as follows (if at
all):  All or any portion of such Registrable Securities may be sold
from time to time directly by the undersigned Selling Securityholder or,
alternatively, through one or more underwriters, broker-dealers or
agents.  Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale, or at negotiated
prices.  Such sales may be effected in transactions (which may involve
crosses or block transactions) (i) on any national securities exchange or
quotation service on which the Registrable Securities may be listed or quoted at
the time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market,
or (iv) through the writing of options, whether such options are listed on an
options exchange or otherwise, (v) ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers, (vi) block trades
in which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction, (vii) purchases by a broker-dealer as principal and resale by the
broker-dealer for its account, (viii) an exchange distribution in accordance
with the rules of the applicable exchange, (ix) privately negotiated
transactions, (x) short sales, (xi) sales pursuant to Rule 144 or Rule 144A,
(xii) broker-dealers may agree with the selling securityholder to sell a
specified number of shares at a stipulated price per share, (xiii) a combination
of any such methods of sale, and (xiv) any other method permitted pursuant to
applicable law.  In connection with sales of the Registrable
Securities or otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they
assume.  The Selling Securityholder may also sell Registrable
Securities short and deliver Registrable Securities to close out such short
positions, or loan or pledge Registrable Securities to broker-dealers that in
turn may sell such Registrable Securities.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    State any
exceptions here:

     

    Note: In no event will such
method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior written agreement of the
Company.

     

    The
undersigned acknowledges its obligation to comply with the provisions of the
Exchange Act and the rules thereunder relating to stock manipulation,
particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Registrable Securities pursuant
to the Registration Rights Agreement. The undersigned agrees that neither it nor
any person acting on its behalf will engage in any transaction in violation of
such provisions.

     

    The
undersigned beneficial owner and selling securityholder hereby acknowledges its
obligations under the Registration Rights Agreement to indemnify and hold
harmless certain persons as set forth therein. Pursuant to the Registration
Rights Agreement, the Company has agreed under certain circumstances to
indemnify the undersigned beneficial owner and selling securityholder against
certain liabilities.

     

    In
accordance with the undersigned’s obligation under the Registration Rights
Agreement to provide such information as may be required by law for inclusion in
the Resale Shelf Registration Statement, the undersigned agrees to promptly
notify the Company of any inaccuracies or changes in the information provided
herein that may occur subsequent to the date hereof at any time while the Resale
Shelf Registration Statement remains effective.

     

    All
notices to the beneficial owner hereunder and pursuant to the Registration
Rights Agreement shall be made in writing to the undersigned at the address set
forth in Item 1(b) of this Notice and Questionnaire.

     

    By
signing below, the undersigned acknowledges that it is the beneficial owner of
the Registrable Securities set forth herein, represents that the information
provided herein is accurate, consents to the disclosure of the information
contained in this Notice and Questionnaire and the inclusion of such information
in the Resale Shelf Registration Statement and the related prospectus. The
undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of the Resale Shelf Registration
Statement and the related prospectus.

     

    Once this
Notice and Questionnaire is executed by the undersigned beneficial owner and
received by the Company, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives and assigns of the Company and the undersigned
beneficial owner. This Notice and Questionnaire shall be governed in all
respects by the laws of the State of New York, without giving effect to
rules governing the conflict of laws.


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized
agent.

     

    
      
        	 
      	
                NAME
      OF BENEFICIAL OWNER:

              
	 
      	 
      
	 
      	 
      
	 
      	
                (Please
      Print)

              
	 
      	 
      
	 
      	
                Signature: 

              	 
      
	 
      	 
      	 
      
	 
      	
                Date:

              	 
      


      

    

     

    PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO U.S. CONCRETE,
INC. AS FOLLOWS:

    


    U.S.
Concrete, Inc.

    2925
Briarpark, Suite 1050

    Houston,
TX 77042

    Telecopy:
(713) 499-6201

    Attention:  General
Counsel

    


    This
Notice and Questionnaire must be returned within ten (10) days after receipt of
the Company’s notice with respect to the filing of a Shelf Registration
Statement pursuant to Section 3 of the Registration Rights Agreement in order to
include Registrable Securities in such Shelf Registration
Statement.


    
      
         


      

      
        A-8