Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of
[                    ],
2010 by and among Walker & Dunlop, Inc., a Maryland corporation
(the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and collectively, the “Initial Holders”).


 


WHEREAS, the Company is engaging in various related
transactions (the “IPO Transactions”) pursuant to which, among other
things, the Company will effect an initial public offering of shares of its
common stock, par value $0.01 per share (the “Common Shares”), the
closing of which is occurring on the date hereof;


 


WHEREAS, in connection with the IPO Transactions,
the Company is engaging in certain formation transactions (the “Formation
Transactions”) pursuant to which, among other things, the Initial Holders
are receiving Common Shares on the date hereof in exchange for their respective
interests in the entities participating in the Formation Transactions (the “Private
Placement Shares”), as set forth on Schedule I hereto; and


 


WHEREAS, the Company has agreed to grant to the
Initial Holders (and their permitted assignees and transferees) the
registration rights described in this Agreement (the “Registration Rights”).


 


NOW, THEREFORE, the parties hereto, in
consideration of the foregoing, the mutual covenants and agreements hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby agree as follows:


 


SECTION 1.        DEFINITIONS


 


The following capitalized terms used herein have
the following meanings:


 


“Agreement” is defined in the preamble
hereto.


 


“Blackout Period” is defined in Section 2.1(f) hereof.


 


“Business Day” any Monday, Tuesday,
Wednesday, Thursday or Friday other than a day on which banks and other
financial institutions are authorized or required to be closed for business in
the State of New York.


 


“Commission” means the Securities and
Exchange Commission.


 


“Common Shares” is defined in the recitals hereto.


 


“Company” is defined in the preamble hereto.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 

















 


“Formation Transactions” is defined in the
recitals hereto.


 


“Holder” means to (a) any Initial
Holder who is the record or beneficial owner of any Registrable Security or
(b) any assignee or transferee of such Initial Holder, provided such
assignee or transferee agrees in writing to be bound by the all the provisions
hereof.


 


“Initial Holder” is defined in the preamble
hereto.


 


“IPO Closing Date” means the closing date of
the Company’s initial public offering.


 


“IPO Transactions” is defined in the
recitals hereto.


 


“Maximum Threshold” is defined in Section 2.2(b) hereof.


 


“Person” means any individual, corporation,
partnership, joint venture, limited liability company, estate, trust,
unincorporated association, any federal, state, county or municipal government
or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Piggy-Back Registration” is defined in Section 2.2(a) hereof.


 


“Private Placement Shares” is defined in the
recitals hereto.


 


“Pro Rata Adjusted” is defined in Section 2.2(b)(x) hereof.


 


“Prospectus” means the prospectus or
prospectuses included in any Shelf Registration Statement or other registration
statement contemplated by Section 2.1(d) or Section 2.2(a),
including any documents incorporated therein by reference.


 


“Registrable Securities” means the Private
Placement Shares and any additional Common Shares issued with respect thereto
by way of share dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization or
otherwise, and any Common Shares or shares of common stock issuable upon
conversion, exercise or exchange thereof.


 


“Registration Notice” is defined in Section 2.1(a) hereof.


 


“Registration Rights” is defined in the
recitals hereto.


 


“Registration Statement” means a Shelf
Registration Statement or other registration statement contemplated by Section 2.1(d) or
Section 2.2(a), including any documents incorporated therein by
reference.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


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“Shelf Registration Statement” is defined in
Section 2.1(a) hereof.


 


“Suspension Event” is defined in Section 2.3(a) hereof.


 


“Underwritten Offering” is defined in Section 2.1(d) hereof.


 


“Underwritten Offering Notice” is defined in
Section 2.1(d) hereof.


 


SECTION 2.        REGISTRATION RIGHTS


 


2.1          Demand
Registration Rights.


 


(a)           Demand
Registration.  Subject to Sections 2.1(e) and 2.3
hereof, at any time after the date that is three hundred sixty five (365) days
after the IPO Closing Date, each Holder may deliver to the Company a written
notice (a “Registration Notice”) informing the Company of such Holder’s
desire to have some or all of its Registrable Securities registered for resale
and specifying the number of Registrable Securities to be registered by the
Company.  Upon receipt of a Registration
Notice from a Holder requesting registration of the lesser of (i) one
million (1,000,000)  Registrable
Securities or (ii) all of such Holder’s Registrable Securities, if the
Company has not already caused such Registrable Securities to be included as
part of an existing shelf registration statement and related prospectus that
the Company then has on file with, and which has been declared effective by,
the Commission and which remains in effect and not subject to any stop order,
injunction or other order or requirement of the Commission (in which event the
Company shall be deemed to have satisfied its registration obligation under
this Section 2.1 with respect to such Registrable Securities), then
the Company shall cause to be filed with the Commission as soon as reasonably
practicable after receiving the Registration Notice, but in no event more than
sixty (60) days following receipt of such notice, a new registration statement
and related prospectus pursuant to Rule 415 under the Securities Act covering
the resale of the Registrable Securities on a delayed or continuous basis (the “Shelf
Registration Statement”), which complies as to form in all material
respects with applicable Commission rules providing for the sale by such
Holder or group of Holders of such Registrable Securities.  The Company agrees (subject to Section 2.3
hereof) to use commercially reasonable efforts to cause the Shelf Registration
Statement to be declared effective by the Commission as soon as practicable.


 


Subject to Section 2.3 hereof, the
Company agrees to use commercially reasonable efforts to keep any Shelf
Registration Statement continuously effective (including the preparation and
filing of any amendments and supplements necessary for that purpose) until the
earlier of (i) the date that is two (2) years after the date of
effectiveness of such Shelf Registration Statement, (ii) the date on which
all of the Registrable Securities covered by such Shelf Registration Statement
are eligible for sale without registration pursuant to Rule 144 (or any
successor provision) under the Securities Act without volume limitations or
other restrictions on transfer thereunder, or (iii) the date on which the
Holder or Holders consummate the sale of all of the Registrable Securities
registered under such Shelf Registration Statement.


 


Notwithstanding the foregoing, the Company may at
any time (including, without


 


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limitation, prior to or after receiving a
Registration Notice from a Holder), in its sole discretion, include all
additional Registrable Securities then outstanding or any portion thereof in
any registration statement, including by virtue of adding such Registrable
Securities as additional securities to an existing shelf registration statement
pursuant to Rule 462(b) under the Securities Act (in which event the
Company shall be deemed to have satisfied its registration obligation under
this Section 2.1(a) with respect to the Registrable Securities
so included, so long as such registration statement remains effective and not
the subject of any stop order, injunction or other order of the
Commission).  The Company shall not,
without the prior written consent of a Holder, include in any Shelf Registration
Statement filed by the Company pursuant to this Section 2.1(a) with
respect to such Holder’s Registrable Securities, (i) any Common Shares to
be offered by the Company for its own account or (ii) any Common Shares
owned by any Person that is not a Holder.


 


(b)           Notice
to Holders.  Upon receipt of a valid Registration Notice
at any time after the date that is three hundred sixty five (365) days after
the IPO Closing Date, the Company shall give written notice of the proposed
filing of the Shelf Registration Statement to all other Holders as soon as
practicable, and each Holder who wishes to participate in such Shelf
Registration Statement shall notify the Company in writing within ten
(10) Business Days after the receipt by the Holder of the notice from the
Company, and shall specify in such notice the number of Registrable Securities
to be included in the Shelf Registration Statement.


 


(c)           Offers
and Sales.  All offers and sales of Registrable
Securities covered by a Shelf Registration Statement by the Holder thereof
shall be completed within the period during which such Shelf Registration
Statement remains effective and not the subject of any stop order, injunction
or other order of the Commission.  Upon
notice that such Shelf Registration Statement is no longer effective, no Holder
will offer or sell the Registrable Securities covered by such Shelf
Registration Statement.  If directed in
writing by the Company, each Holder will return all undistributed copies of the
related Prospectus in such Holder’s possession upon the expiration of such period.


 


(d)           Underwritten
Registered Resales.  If a Holder or Holders submit a Registration
Notice requesting registration of a number of Registrable Securities equal to
at least ten percent (10%) of the Private Placement Shares originally issued in
the Formation Transactions (an “Underwritten Offering Notice”), then
such Holder(s) shall be entitled to effect the sale of such Registrable
Securities through an underwritten public offering (an “Underwritten
Offering”); provided, however, that the Company shall not be
obligated to effect more than three Underwritten Offerings under this Section 2.1(d);
and provided, further, that the Company shall not be obligated to
effect, or take any action to effect, an Underwritten Offering (i) within
one hundred eighty (180) days following the last date on which an Underwritten
Offering was effected pursuant to this Section 2.1(d) or
during any lock-up period required by the underwriters in any prior
Underwritten Offering conducted by the Company on its own behalf or on behalf
of selling stockholders, or (ii) during the period commencing with the
date thirty (30) days prior to the Company’s good faith estimate of the date of
filing of (provided the Company is actively employed in good faith commercially
reasonable efforts to file such registration statement), and ending on a date
ninety (90) days after the effective date of, a registration statement with
respect to an offering by the Company with respect to which the Company gave
notice pursuant to 


 


4

















 


Section 2.2(a).  Any request for an Underwritten Offering
hereunder shall be made to the Company in accordance with the notice provisions
of this Agreement.  Upon receipt of a
valid Underwritten Offering Notice for an Underwritten Offering in accordance
with the terms of this Section 2.1(d), the Company shall give
written notice of the proposed Underwritten Offering to all other Holders as
soon as practicable, and each Holder who wishes to participate in such
Underwritten Offering shall notify the Company in writing within ten
(10) Business Days after the receipt by the Holder of the notice from the
Company, and shall specify in such notice the number of Registrable Securities
to be included in the Underwritten Offering. 
The Holders holding a majority of the Registrable Securities to be
included in an Underwritten Offering shall be entitled to select the managing
underwriters for any such Underwritten Offering, subject to the approval of the
Company, such approval not to be unreasonably withheld.  The Company shall cooperate with the Holder(s) and
such managing underwriters in connection with any such offering, including
without limitation entering into such customary agreements (including
underwriting and lock-up agreements in customary form) and taking all such
other customary actions as the Holders or the managing underwriters of such
Underwritten Offering reasonably request in order to expedite or facilitate the
disposition of the Registrable Securities subject to such Underwritten Offering
(including, without limitation, making members of senior management of the
Company available to participate in “road show” and other customary marketing
activities), making available customary financial and other records, pertinent
corporate documents and properties of the Company for review by the
underwriters and their counsel and causing to be delivered to the underwriters
opinions of counsel to the Company and comfort letters from the Company’s
accountants in customary form, covering such matters as are customarily covered
in an underwritten public offering, as the managing underwriters may request
and addressed to the underwriters.


 


(e)           Limitations
on Registration Rights.  Each Holder and its permitted assignees
collectively shall be entitled to five (5) exercises of the Registration
Rights under Section 2.1(a); provided, however, that
the Holders, collectively and as a group, shall not be permitted to exercise
such Registration Rights more than once in any consecutive six month period and
the Company shall not be obligated to effect any Shelf Registration Statement
within six months after the effective date of a previous Shelf Registration
Statement.  Notwithstanding the
foregoing, if a Registration Statement has not been declared effective by the
Commission within one hundred twenty (120) days after the original filing
date or is suspended for more than ninety (90) days at any one time, the
Holders shall be deemed not to have exercised their Registration Rights under Section 2.1(a).  Each Holder’s Registration Rights granted
pursuant to this Section 2.1 shall expire upon the date on which
all of such Holder’s Registrable Securities are eligible for sale without
registration pursuant to Rule 144 (or any successor provision) under the
Securities Act without volume limitations or other restrictions on transfer
thereunder.  Except as set forth in Section 2.1(d),
the Registration Rights granted pursuant to this Section 2.1 may
not be exercised in connection with any underwritten public offering by the
Company or by any Holder without the prior written consent of the Company.


 


(f)            Black-Out
Period. 
Each Holder hereby agrees that it shall not, to the extent requested by
the Company or an underwriter of securities of the Company, directly or
indirectly sell, offer to sell (including without limitation any short sale),
grant any option or otherwise transfer or dispose of any Registrable Securities
(other than to donees or affiliates of 


 


5

















 


such Holder who agree to be similarly bound) within
seven (7) days prior to and for up to ninety (90) days, in the event of
any subsequent offering, following the effective date of a registration
statement of the Company filed under the Securities Act or the date of an underwriting
agreement with respect to an underwritten public offering of the Company’s
securities (the “Black-Out Period”); provided, however,
that:


 


(i)            with
respect to the Black-Out Period, such agreement shall not be applicable to the
Registrable Securities to be sold on such Holder’s behalf to the public in an
underwritten offering pursuant to such registration statement;


 


(ii)           all
executive officers and directors of the Company then holding Common Shares
shall enter into similar agreements;


 


(iii)          the
Company shall use commercially reasonable efforts to obtain similar agreements
from each 10% or greater shareholder of the Company; and


 


(iv)          such
Holder shall be allowed any concession or proportionate release allowed to any
officer, director or other 10% or greater shareholder of the Company that
entered into similar agreements.


 


In order to enforce the foregoing covenant,
the Company shall have the right to place restrictive legends on the
certificates representing the Registrable Securities subject to this Section 2.1(f) and
to impose stop transfer instructions with respect to the Registrable Securities
and such other Common Shares of any Holder (and the Common Shares or securities
of every other Person subject to the foregoing restriction) until the end of
such period.


 


Section 2.2            Piggy-Back
Registration Rights.


 


(a)           Piggy-Back
Registration.  Subject to Section 2.3 hereof, if
at any time after the date that is three hundred sixty five (365) days after
the IPO Closing Date, the Company proposes to file a Registration Statement
under the Securities Act with respect to an underwritten offering of Common
Shares by the Company for its own account (other than (i) any Shelf
Registration Statement filed in connection with a Registration Notice pursuant
to Section 2.1(a) or (ii) a registration statement on Form S-4
or S-8 (or any substitute form that may be adopted by the Commission) or filed
in connection with an exchange offer or offering of securities solely to the
Company’s existing stockholders), then the Company shall give written notice of
such proposed filing to the Holders as soon as practicable (but in no event
less than ten (10) Business Days before the anticipated filing date), and
such notice shall offer such Holders the opportunity to register such number of
shares of Registrable Securities as each such Holder may request in writing
within five (5) Business Days of receiving such notice (a “Piggy-Back
Registration”).  The Company shall
use its commercially reasonable efforts to cause the managing underwriter(s) of
a proposed underwritten offering to permit the Registrable Securities requested
to be included in a Piggy-Back Registration to be included on the same terms
and conditions as any similar securities of the Company included therein.  Participation in a Piggy-Back Registration as
provided in this Section 2.2(a) shall not count as an exercise
of the Registration Rights under Section 2.1(a).  All Holders of Registrable Securities
proposing to distribute their securities


 


6

















 


through a Piggy-Back Registration shall (i) enter
into an underwriting agreement in reasonable and customary form with the
underwriter(s) selected by the Company for such Piggy-Back Registration
and (ii) complete and execute all questionnaires, powers-of-attorney,
indemnities, opinions and other documents reasonably required under the terms
of such underwriting agreement.


 


(b)           Reduction
of Offering.  If the managing underwriter(s) for a
Piggy-Back Registration advises the Company and the Holders of Registrable
Securities that in their opinion the dollar amount or number of Common Shares
or other securities that the Company desires to sell, taken together with
Common Shares or other securities, if any, as to which registration has been demanded
pursuant to written contractual arrangements with Persons other than the
Holders of Registrable Securities hereunder, the Registrable Securities as to
which registration has been requested under this Section 2.2, and
the Common Shares or other securities, if any, as to which registration has
been requested pursuant to the written contractual piggy-back registration
rights of other stockholders of the Company, exceeds the maximum dollar amount
or maximum number of securities that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar
amount or maximum number of securities, as applicable, the “Maximum
Threshold”), then the Company shall include if the registration is
undertaken for the Company’s account: (i) first, the Common Shares or
other securities that the Company desires to sell that can be sold without
exceeding the Maximum Threshold; (ii) second, to the extent that the
Maximum Threshold has not been reached under the foregoing clause (i), the
Common Shares or other securities, if any, comprised of Registrable Securities
as to which registration has been requested pursuant to the terms hereof pro
rata in accordance with the number of Registrable Securities which such Holders
have requested be included in such underwritten offering, regardless of the
number of Registrable Securities or other securities held by each such Person
(such proportion is referred to herein as “Pro Rata Adjusted”) that can
be sold without exceeding the Maximum Threshold; and (iii) third, to the
extent that the Maximum Threshold has not been reached under the foregoing
clauses (i) and (ii), the Common Shares or other securities for the
account of other Persons that the Company is obligated to register pursuant to
written contractual piggy-back registration rights with such Persons and that
can be sold without exceeding the Maximum Threshold.


 


(c)           Withdrawal.  Any Holder of Registrable
Securities may elect to withdraw such Holder’s request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving written notice
to the Company of such request to withdraw prior to the effectiveness of the
Registration Statement.  The Company (whether
on its own determination or as the result of a withdrawal by Persons making a
demand pursuant to written contractual obligations) may withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement
without thereby incurring any liability to the Holders of Registrable
Securities, provided that the Company promptly deliver written notice of such
withdrawal to each Holder. 
Notwithstanding any such withdrawal, the Company shall pay all expenses
incurred by the Holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 4.


 


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2.3          Suspension
of Offering.


 


(a)           Notwithstanding
Section 2.1 or Section 2.2 hereof, the Company shall be
entitled to postpone the filing of a Registration Statement, and from time to
time to require Holders not to sell under a Registration Statement or to
suspend the effectiveness thereof, if (i) the Company determines in good
faith that such registration and/or offering would materially and adversely
affect any offering of securities of the Company, or (ii) the negotiation
or consummation of a transaction by the Company or its subsidiaries is pending
or an event has occurred, which negotiation, consummation or event would
require additional disclosure by the Company in the Registration Statement of
material information which the Company has a bona fide business purpose for
keeping confidential and the non-disclosure of which in the Registration
Statement would be expected, in the Company’s reasonable determination, to
cause the Registration Statement to fail to comply with applicable disclosure
requirements (each such circumstance a “Suspension Event”); provided,
however, that the Company may not delay, suspend or withdraw such
Registration Statement for more than sixty (60) days at any one time,
or more than twice in any twelve (12) month period.  Upon receipt of any written notice from the
Company of the happening of any Suspension Event during the period the
Registration Statement is effective or if as a result of a Suspension Event the
Registration Statement or related Prospectus contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made (in the case of the Prospectus) not misleading, each
Holder agrees that (x) it will immediately discontinue offers and sales of
the Registrable Securities under such Registration Statement until the Holder
receives copies of a supplemental or amended Prospectus (which the Company
agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred
to above and receives notice that any post-effective amendment has become
effective or unless otherwise notified by the Company that it may resume such
offers and sales, and (y) it will maintain the confidentiality of any
information included in the written notice delivered by the Company unless
otherwise required by law or subpoena. 
If so directed by the Company, each Holder will deliver to the Company
all copies of the Prospectus covering the Registrable Securities current at the
time of receipt of such notice, other than permanent file copies then in the possession
of such Holder’s counsel.


 


(b)           If
all reports required to be filed by the Company pursuant to the Exchange Act
have not been filed by the required date taking into account any permissible
extension, upon written notice thereof by the Company to the Holders, the
rights of the Holders to offer, sell or distribute any Registrable Securities
pursuant to any Registration Statement or to require the Company take action
with respect to the registration or sale of any Registrable Securities pursuant
to any Registration Statement shall be suspended until the date on which the
Company has filed such reports, and the Company shall notify the Holders in
writing as promptly as practicable when such suspension is no longer required.


 


2.4          Qualification. The Company shall
file such documents as necessary to register or qualify the Registrable
Securities to be covered by a Registration Statement by the time such
Registration Statement is declared effective by the Commission under all
applicable state securities or “blue sky” laws of such jurisdictions as any
Holder may reasonably request in writing, and shall use commercially reasonable
efforts to keep each such registration or qualification effective during the
period such Registration Statement is required to be kept


 


8

















 


effective pursuant to this Agreement or during the
period offers or sales are being made by the Holders, whichever is shorter, and
to do any and all other similar acts and things which may be reasonably
necessary or advisable to enable the Holders to consummate the disposition of
such Registrable Securities in each such jurisdiction; provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction or to register as a broker or
dealer in such jurisdiction where it would not otherwise be required to qualify
but for this Agreement, (ii) take any action that would cause it to become
subject to any taxation in any jurisdiction where it would not otherwise be
subject to such taxation or (iii) take any action that would subject it to
the general service of process in any jurisdiction where it is not then so
subject.


 


2.5          Additional Obligations of the Company.
When the Company is required to effect the registration of Registrable
Securities under the Securities Act pursuant to Section 2.1 of this
Agreement, subject to Section 2.3 hereof, the Company shall:


 


(a)           prepare
and file with the Commission such amendments and supplements as to the
Registration Statement and the Prospectus used in connection therewith as may
be necessary (i) to keep such Registration Statement effective and (ii) to
comply with the provisions of the Securities Act with respect to the
disposition of the Registrable Securities covered by such Registration
Statement, in each case for such time as is contemplated in Section 2.1;


 


(b)           furnish,
without charge, to the Holders such number of copies of the Registration
Statement, each amendment and supplement thereto (in each case including all
exhibits), and the Prospectus included in such Registration Statement
(including each preliminary Prospectus) in conformity with the requirements of
the Securities Act as the Holders may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities owned by the
Holders;


 


(c)           notify
the Holders: (i) when the Registration Statement, any pre-effective
amendment, the Prospectus or any prospectus supplement related thereto or
post-effective amendment to the Registration Statement has been filed, and,
with respect to the Registration Statement or any post-effective amendment,
when the same has become effective, (ii) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or
the initiation or threat of any proceedings for that purpose, and (iii) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of any Registrable Securities for sale under the
securities or “blue sky” laws of any jurisdiction or the initiation of any
proceeding for such purpose;


 


(d)           promptly
use commercially reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement, and, if any such
order suspending the effectiveness of a Registration Statement is issued, shall
promptly use commercially reasonable efforts to obtain the withdrawal of such
order at the earliest possible moment;


 


(e)           following
receipt of a Registration Notice and thereafter until the sooner of completion,
abandonment or termination of the offering or sale contemplated thereby and the


 


9

















 


expiration of the period during which the Company
is required to maintain the effectiveness of the related Registration
Statement, promptly notify the Holders: (i) of the existence of any fact
of which the Company is aware or the happening of any event which has resulted
in (A) the Registration Statement, as then in effect, containing an untrue
statement of a material fact or omitting to state a material fact required to
be stated therein or necessary to make any statements therein not misleading or
(B) the Prospectus included in such Registration Statement containing an
untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make any statements therein, in
the light of the circumstances under which they were made, not misleading, and (ii) of
the Company’s reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate or that there exist circumstances
not yet disclosed to the public which make further sales under such
Registration Statement inadvisable pending such disclosure and post-effective
amendment; and, if the notification relates to any event described in either of
the clauses (i) or (ii) of this Section 2.5(e), subject
to Section 2.3 above, at the request of the Holders, the Company
shall prepare and, to the extent the exemption from the prospectus delivery
requirements in Rule 172 under the Securities Act is not available,
furnish to the Holders a reasonable number of copies of a supplement or
post-effective amendment to such Registration Statement or related Prospectus
or file any other required document so that (1) such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (2) as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, such Prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;


 


(f)            use
commercially reasonable efforts to cause all such Registrable Securities to be
listed on the national securities exchange on which the Common Shares are then
listed, if the listing of Registrable Securities is then permitted under the rules of
such national securities exchange; and


 


(g)           if
requested by any Holder participating in the offering of Registrable
Securities, incorporate in a prospectus supplement or post-effective amendment
such information concerning the Holder or the intended method of distribution
as the Holder reasonably requests to be included therein and is reasonably
necessary to permit the sale of the Registrable Securities pursuant to the
Registration Statement, including, without limitation, information with respect
to the number of Registrable Securities being sold, the purchase price being
paid therefor and any other material terms of the offering of the Registrable
Securities to be sold in such offering; provided, however, that
the Company shall not be obligated to include in any such prospectus supplement
or post-effective amendment any requested information that is not required by
the rules of the Commission and is unreasonable in scope compared with the
Company’s most recent prospectus or prospectus supplement used in connection
with a primary or secondary offering of equity securities by the Company.


 


2.6          Obligations of the Holder.  In
connection with any Registration Statement utilized by the Company to satisfy
the Registration Rights pursuant to this Section 2, each Holder
agrees to cooperate with the Company in connection with the preparation of the
Registration Statement,


 


10














 


and each Holder agrees
that it will (i) respond within ten (10) Business Days to any written
request by the Company to provide or verify information regarding the Holder or
the Holder’s Registrable Securities (including the proposed manner of sale)
that may be required to be included in such Registration Statement and related
Prospectus pursuant to the rules and regulations of the Commission, and (ii) provide
in a timely manner information regarding the proposed distribution by the
Holder of the Registrable Securities and such other information as may be
requested by the Company from time to time in connection with the preparation
of and for inclusion in the Registration Statement and related Prospectus.


 


SECTION 3.        INDEMNIFICATION;
CONTRIBUTION


 


3.1          Indemnification by the Company.  The Company agrees to indemnify
and hold harmless each Holder and each Person, if any, who controls any Holder
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act and any of their partners, members, officers, directors,
employees or representatives, as follows:


 


(i)            against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities were registered
under the Securities Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto), including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(ii)           against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, if
such settlement is effected with the written consent of the Company; and


 


(iii)          against
any and all expense whatsoever, as incurred (including reasonable fees and
disbursements of counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case whether or
not a party, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;


 


provided, however,
that the indemnity provided pursuant to this Section 3.1 does not
apply to any Holder with respect to any loss, liability, claim, damage,
judgment or expense to the extent 


 


11

















 


arising
out of (A) any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use in the Registration
Statement (or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto), or (B) any Holder’s failure to deliver an amended or
supplemental Prospectus furnished to such Holder by the Company, if such loss,
liability, claim, damage, judgment or expense would not have arisen had such
delivery occurred.


 


3.2          Indemnification by Holder. Each
Holder (and each permitted assignee of such Holder, on a several basis)
severally and not jointly agrees to indemnify and hold harmless the Company, and
each of its directors and officers (including each director and officer of the
Company who signed a Registration Statement), each Person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act and each other Holder as follows:


 


(i)            against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities of such Holder
were registered under the Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto), including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(ii)           against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, if
such settlement is effected with the written consent of such Holder; and


 


(iii)          against
any and all expense whatsoever, as incurred (including reasonable fees and
disbursements of counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case whether or
not a party, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;


 


provided, however,
that the indemnity provided pursuant to this Section 3.2 shall only
apply with respect to any loss, liability, claim, damage, judgment or expense
to the extent arising out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder 


 


12

















 


expressly
for use in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) or (B) any Holder’s
failure to deliver an amended or supplemental Prospectus furnished to the
Holder by the Company, if such loss, liability, claim, damage or expense would
not have arisen had such delivery occurred. 
Notwithstanding the provisions of this Section 3.2, a Holder
and any permitted assignee shall not be required to indemnify the Company, its
officers, directors or control persons with respect to any amount in excess of
the amount of the net proceeds actually received by such Holder or such
permitted assignee, as the case may be, from sales of the Registrable
Securities of such Holder under the Registration Statement that is the subject
of the indemnification claim.


 


3.3          Conduct of Indemnification
Proceedings.  An indemnified party
hereunder shall give reasonably prompt notice to the indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify the indemnifying party
(i) shall not relieve the indemnifying party from any liability which it
may have under the indemnity agreement provided in Sections 3.1 or 3.2
above, unless and only to the extent it did not otherwise learn of such action
and the lack of notice by the indemnified party results in the forfeiture by
the indemnifying party of substantial rights and defenses, and (ii) shall
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided under Sections
3.1 or 3.2 above.  If the
indemnifying party so elects within a reasonable time after receipt of such
notice, the indemnifying party may assume the defense of such action or
proceeding at such indemnifying party’s own expense with counsel chosen by the
indemnifying party and approved by the indemnified party, which approval shall
not be unreasonably withheld; provided, however, that the
indemnifying party will not settle, compromise or consent to the entry of any
judgment with respect to any such action or proceeding without the written
consent of the indemnified party unless such settlement, compromise or consent
secures the unconditional release of the indemnified party of all liability at
no cost or expense to the indemnified party; and provided  further,
that, if the indemnified party reasonably determines that a conflict of
interest exists where it is advisable for the indemnified party to be
represented by separate counsel or that, upon advice of counsel, there may be
legal defenses available to it which are different from or in addition to those
available to the indemnifying party, then the indemnifying party shall not be
entitled to assume such defense and the indemnified party shall be entitled to
separate counsel at the indemnifying party’s expense. If the indemnifying party
is not entitled to assume the defense of such action or proceeding as a result
of the second proviso to the preceding sentence, the indemnifying party’s
counsel shall be entitled to conduct the indemnifying party’s defense and
counsel for the indemnified party shall be entitled to conduct the defense of
the indemnified party, it being understood that both such counsel will
cooperate with each other to conduct the defense of such action or proceeding
as efficiently as possible. If the indemnifying party is not so entitled to
assume the defense of such action or does not assume such defense, after having
received the notice referred to in the first sentence of this paragraph, the
indemnifying party will pay the reasonable fees and expenses of counsel for the
indemnified party. In such event, however, the indemnifying party will not be
liable for any settlement effected without the written consent of the
indemnifying party (which consent will not be unreasonably withheld). If an
indemnifying party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this paragraph, the indemnifying party
shall not be liable for any fees and


 


13

















 


expenses of counsel for the indemnified party
incurred thereafter in connection with such action or proceeding.


 


3.4          Contribution.


 


(a)           In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in Sections 3.1 and 3.2 above is for any reason held
to be unenforceable by the indemnified party although applicable in accordance
with its terms, the Company and the relevant Holder shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement incurred by the Company and the
Holder, in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and the Holder on the other hand, in connection
with the statements or omissions which resulted in such losses, claims,
damages, liabilities, or expenses.  The
relative fault of the indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the 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, the indemnifying party or the indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action.


 


(b)           The
parties hereto agree that it would not be just or equitable if contribution
pursuant to this Section 3.4 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. Notwithstanding the provisions of this Section 3.4, a
Holder shall not be required to contribute any amount in excess of the amount
of the net proceeds actually received by such Holder from sales of the
Registrable Securities of such Holder under the Registration Statement that is
the subject of the indemnification claim.


 


(c)           Notwithstanding
the foregoing, no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 3.4, each Person,
if any, who controls a Holder within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as the Holder, and
each director of the Company, each officer of the Company who signed a
Registration Statement and each Person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act shall have the same rights
to contribution as the Company.


 


SECTION 4.        EXPENSES


 


The Company shall pay all expenses incident to the
performance by the Company of its registration obligations under Section 2
above, including (i) Commission, stock exchange and FINRA registration and
filing fees, (ii) all fees and expenses incurred in complying with
securities or “blue sky” laws (including reasonable fees, charges and
disbursements of counsel to any underwriter incurred in connection with “blue
sky” qualifications of the Registrable Securities as may be set forth in any
underwriting agreement), (iii) all printing, messenger and delivery
expenses, (iv) the fees, charges and expenses of counsel to the Company
and of its 


 


14

















 


independent
public accountants and any other accounting fees, charges and expenses
incurred by the Company (including, without limitation, any expenses arising
from any “comfort” letters or any special audits incident to or required by any
registration or qualification), and (v) the fees, charges and expenses of
one firm of counsel for the selling Holders (which shall be selected by the
Holder or Holders of a majority of the Registrable Securities being included in
any particular registration statement). 
Each Holder shall be responsible for the payment of any brokerage and
sales commissions, fees and disbursements of such Holder’s counsel, accountants
and other advisors (except as contemplated by the preceding sentence), and any
transfer taxes relating to the sale or disposition of the Registrable
Securities by such Holder pursuant to this Agreement.


 


SECTION 5.        RULE 144 COMPLIANCE


 


The Company covenants that it will use its best
efforts to timely file the reports required to be filed by the Company under
the Securities Act and the Exchange Act so as to enable the Holders to sell the
Registrable Securities pursuant to Rule 144 under the Securities Act.  In connection with any sale, transfer or
other disposition by a Holder of any Registrable Securities pursuant to
Rule 144 under the Securities Act, the Company shall cooperate with the
Holder to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be sold and not bearing any
Securities Act legend, and enable certificates for such Registrable Securities
to be for such number of shares and registered in such names as such Holder may
reasonably request at least five (5) Business Days prior to any sale of
Registrable Securities hereunder.


 


SECTION 6.        MISCELLANEOUS


 


6.1          No
Conflict of Rights.  The Company
shall not, after the date hereof, grant any registration rights which conflict
with or impair the rights granted to the Holders hereby.


 


6.2          Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and it will not be
necessary in making proof of this Agreement or the terms of this Agreement to
produce or account for more than one of such counterparts.  All counterparts shall constitute one and the
same instrument.  Each party may execute
this Agreement via a facsimile (or transmission of a .pdf file) of this
Agreement.  In addition, facsimile or
..pdf signatures of authorized signatories of the parties shall be valid and
binding and delivery of a facsimile or .pdf signature by any party shall
constitute due execution and delivery of this Agreement.


 


6.3          Governing
Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Maryland, without regard to the choice of laws provisions thereof.


 


6.4          Amendment;
Waiver.  Any amendment hereto shall
be in writing and signed by all parties hereto. 
No waiver of any provisions of this Agreement shall be valid unless in
writing and signed by the party against whom enforcement is sought.  The waiver by any party of the performance of
any act shall not operate as a waiver of the performance of any other act or an
identical act required to be performed at a later time.  Except as otherwise provided herein, no


 


15

















 


action taken pursuant to this Agreement, including
any investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations,
warranties, covenants or agreements contained in this Agreement.


 


6.5          Entire
Agreement.  This Agreement and
schedules hereto constitute the entire agreement and supersede conflicting
provisions set forth in all other prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and thereof, as the case may be.


 


6.6          Assignment;
Successors and Assigns.  This
Agreement and the rights granted hereunder may not be assigned by a Holder
without the written consent of the Company; provided, however,
that a Holder may assign its rights and obligations hereunder, without such
consent, in connection with a transfer of some or all of such Holder’s
Registrable Securities (i) to the extent permitted under the Company’s
Articles of Incorporation and (ii) provided such transferee agrees in
writing to be bound by all of the provisions hereof and the Holder provides
written notice to the Company within ten (10) Business Days of the
effectiveness of such assignment.  This
Agreement shall inure to the benefit of and be binding upon all of the parties
hereto and their respective heirs, executors, personal and legal
representatives, successors and permitted assigns, including, without
limitation, any successor of the Company by merger, acquisition,
reorganization, recapitalization or otherwise.


 


6.7          Titles.  The titles and captions of the sections,
subsections and paragraphs of this Agreement are included for convenience of
reference only and shall have no effect on the construction or meaning of this
Agreement.


 


6.8          Third
Party Beneficiary.  Except as may be
expressly provided herein (including, without limitation, Section 3
hereof), no provision of this Agreement is intended, nor shall it be
interpreted, to provide or create any third party beneficiary rights or any
other rights of any kind in any customer, affiliate, shareholder, partner,
member, director, officer or employee of any party hereto or any other
Person.  All provisions hereof shall be
personal solely among the parties to this Agreement.


 


6.9          Severability.  If any provision of this Agreement, or the
application thereof, is for any reason held to any extent to be invalid or
unenforceable, the remainder of this Agreement and application of such
provision to other Persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.  The parties further agree to replace such
void or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of the void or unenforceable provision and to execute any
amendment, consent or agreement deemed necessary or desirable by the Company to
effect such replacement; provided, however, that such replacement
does not defeat the principal purpose of this Agreement.


 


6.10        Interpretation.  This Agreement shall be read and construed in
the English language.  As used in this
Agreement, any reference to the masculine, feminine or neuter gender shall
include all genders, the plural shall include the singular, and singular shall
include the plural.  References herein to
a party or other Person include their respective successors and


 


16

















 


assigns.  The
words “include,” “includes” and “including” when used herein shall be deemed to
be followed by the phrase “without limitation” unless such phrase otherwise
appears.  Unless the context otherwise
requires, references herein to articles, sections, schedules, exhibits and
attachments shall be deemed references to articles and sections of, and
schedules, exhibits and attachments to, this Agreement.  Unless the context otherwise requires, the
words “hereof,” “hereby” and “herein” and words of similar meaning when used in
this Agreement refer to this Agreement in its entirety and not to any
particular article, section or provision hereof.  Except when used together with the word “either”
or otherwise for the purpose of identifying mutually exclusive alternatives,
the term “or” has the inclusive meaning represented by the phrase “and/or.”  Any deadline or time period set forth in this
Agreement that by its terms ends on a day that is not a Business Day shall be
automatically extended to the next succeeding Business Day.  All references in this Agreement to “dollars”
or “$” shall mean United States dollars. 
With regard to each and every term and condition of this Agreement, the
parties hereto understand and agree that the same have or has been mutually
negotiated, prepared and drafted, and that if at any time the parties desire or
are required to interpret or construe any such term or condition or any
agreement or instrument subject thereto, no consideration shall be given to the
issue of which party actually prepared, drafted or requested any term or
condition of this Agreement.


 


6.11        Notices.  All notices, requests, demands, waivers and
communications required or permitted to be given under this Agreement shall be
in writing signed by or on behalf of the party making such notice, request,
demand, waiver or communication and shall be deemed to be given (i) on the
day delivered (or if that day is not a Business Day, or if delivered after the
close of business on a Business Day, on the next day that is a Business Day)
when delivered by personal delivery or overnight courier, (ii) on the
third Business Day after mailed by registered or certified mail, postage
prepaid, return receipt requested, or (iii) upon transmission when sent by
facsimile transmission or email transmission (provided that such facsimile or
email is followed by an original of such notice by mail or personal delivery as
provided herein).  All notices hereunder
shall be delivered to the parties at the addresses set forth opposite their
signatures below, or to any other address or addressee as any party entitled to
receive notice under this Agreement shall designate, from time to time, to
others in the manner provided in this Section 6.11 for the service
of notices; provided, however, that notices of a change of
address shall be effective only upon receipt thereof.


 


6.12        Equitable
Remedies.  The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with the specific terms hereof or
were otherwise breached.  It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any federal or state court located in the
State of Maryland (as to which the parties agree to submit to jurisdiction for
the purpose of such action), this being in addition to any other remedy to
which the parties are entitled under this Agreement; provided, however,
that nothing in this Agreement shall be construed to permit any Holder to
enforce the consummation of the Formation Transactions or the IPO Transactions.


 


[Signatures on following page]


 


17

















 


IN WITNESS WHEREOF, each of the undersigned has
caused this Agreement to be duly executed and delivered in its name and on its
behalf as of the date first written above.


 


	
  Address:

  	
   

  	
  THE
  COMPANY:

  
	
   

  	
   

  	
   

  
	
  7501
  Wisconsin Avenue, Suite 1200

  	
   

  	
  Walker
  & Dunlop, Inc., a Maryland corporation

  
	
  Bethesda,
  Maryland 20814

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William
  M. Walker

  
	
   

  	
   

  	
  Title:

  	
  Chairman,
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Address: See Schedule
  I for the 

  	
   

  	
  INITIAL
  HOLDERS:

  
	
  addresses
  of the Initial Holders

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mallory
  Walker

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Taylor
  Walker

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  William
  Walker

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Howard
  Smith, III

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard
  Warner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Donna
  Mighty

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Michael
  Yavinsky

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Edward
  B. Hermes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deborah
  Wilson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Column
  Guaranteed LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature
Page to Registration Rights Agreement


 

















 


Schedule I


 


	
  Initial Holders

  	
   

  	
  Common

  Shares

  
	
   

  	
   

  	
   

  
	
  Mallory Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taylor Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  William Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Howard Smith, III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Richard Warner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Donna Mighty

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Michael Yavinsky

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ted Hermes

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Deborah Wilson

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Column Guaranteed LLC