Exhibit 4.1


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT, dated as of June 1,
2009, by and among TRC Companies, Inc., a Delaware corporation (the “Company”), and the persons
executing this Agreement as Purchasers (the “Purchasers”).


 


WHEREAS, the Company and the other parties hereto wish
to provide certain arrangements with respect to the registration of shares of
common stock, $0.10 par value, of the Company (the “Common Stock”)
under the Securities Act (as defined below);


 


WHEREAS, the Company and the Purchasers have entered
into a Series A Preferred Stock Purchase Agreement, dated as of June 1,
2009 (the “Purchase Agreement”), pursuant to
which the Company is issuing and selling to the Purchasers, and the Purchasers
are purchasing from the Company, shares of the Company’s Series A
Preferred Stock, par value $0.10 per share (the “Series A
Preferred Stock”), which are convertible into shares of the Company’s
Common Stock;


 


WHEREAS, it is a condition to the obligations of the
Purchasers under the Purchase Agreement that this Agreement be executed by the
parties hereto, and the parties are willing to execute this Agreement and to be
bound by the provisions hereof; and


 


NOW THEREFORE, for good and valuable consideration;
the receipt and adequacy of which is hereby acknowledged by the parties, the
parties hereby agree as follows:


 


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


 


“Common Stock”  shall have the meaning set forth in
the preamble hereof.


 


“Company”  shall have the meaning set forth in
the preamble hereof.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, or any similar
federal statute, and the rules and regulations of the SEC thereunder, all
as the same shall be in effect at the time.


 


 “Purchase Agreement”  shall have
the meaning set forth in the preamble hereof.


 


“Purchaser Permitted
Transferee” shall mean any affiliate of a Purchaser or any entity or
investment vehicle, including a partnership, in which a Purchaser and/or its
affiliates has a majority economic interest or which is managed by a Purchaser
or any of its affiliates.


 


“Purchasers”
shall have the meaning set forth in the preamble hereof.


 

















 


“Registrable Stock”
shall mean (i) all shares of Common Stock issued or issuable upon the
conversion of the Series A Preferred Stock (or other equity securities
issued or issuable directly or indirectly with respect to such shares of Common
Stock by way of conversion or exchange thereof or share dividend or share split
or in connection with a combination of shares, recapitalization,
reclassification, merger, consolidation or other reorganization) and (ii) all
other shares of Common stock held by Purchasers or Purchaser Permitted
Transferees, excluding shares of Common Stock (or such other equity securities)
which (a) have been registered under the Securities Act pursuant to an
effective registration statement filed thereunder and disposed of in accordance
with the registration statement covering them, or (b) have been publicly
sold pursuant to Rule 144 under the Securities Act; provided, however,
that such shares shall cease to be Registrable Stock when they are able to be
sold by the holder thereof pursuant to Rule 144 without volume or
manner-of-sale restrictions and without the requirement for the Company to be
in compliance with the current public information requirement under Rule 144.


 


“Registration Expenses” shall mean all expenses incurred by
the Company in complying with Sections 2 and 3, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel and independent public accountants for the Company,
fees and expenses (including counsel fees) incurred in connection with
complying with state securities or “blue sky” laws, fees of the National
Association of Securities Dealers, Inc., transfer taxes, fees of transfer
agents and registrars and costs of insurance but excluding any Selling
Expenses.


 


“SEC” shall mean the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, or any similar federal
statute, and the rules and regulations of the SEC thereunder, all as the
same shall be in effect at the time.


 


“Selling Expenses” shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Stock.


 


“Series A Preferred
Stock” shall have the meaning set forth in the preamble hereof.


 


“Standstill Notice”
shall have the meaning set forth in Section 4(e).


 


2.           Demand
Registration Rights.


 


(a)  At
any time following the date which is eighteen (18) months after the date
hereof, if the Company is eligible to use a registration statement on Form S-3
(or any successor short-form registration statement), the holders of
Registrable Stock shall have the right by delivering a written request to the
Company to require the Company to register under the Securities Act all or any
portion of the shares of Registrable Stock held by such requesting holder or
holders for sale in the manner specified in such request; provided that
the aggregate offering price, as such 


 


2

















 


amount is
determined on the cover page of the registration statement, shall not be
less than $2,500,000.  Such request shall
specify the intended method of disposition thereof by such holder or holders,
including whether (i) the registration requested is for an underwritten
offering or (ii) the registration statement covering such Registrable
Stock shall be a “shelf” and provide for the sale by the holder or holders
thereof of the Registrable Stock from time to time on a delayed or continuous
basis under Rule 415 under the Securities Act.  In the event that any registration pursuant
to this Section 2 shall be, in whole or in part, an underwritten public
offering of Registrable Stock, the number of shares of Registrable Stock to be
included in such an underwriting to be sold for the account of the requesting
holders may be reduced (pro rata among the requesting holders based upon the
number of shares of Registrable Stock requested to be so registered) if and to
the extent that the managing underwriter shall be of the opinion that such
inclusion would adversely affect the marketing of the securities to be sold
thereby.  The Company shall not include
in any registration pursuant to this Section 2 any securities to be sold
for the account of the Company or any persons other than the holders of
Registrable Stock without the prior written consent of the holders of
Registrable Stock requesting the registration.


 


(b)  Following receipt of any request under this Section 2,
the Company shall, within ten (10) days of receipt of such written
request, notify all holders of Registrable Stock from whom notice has not been
received and such holders may elect by notice given to the Company within ten (10) days
following receipt of the Company notice to include shares of Registrable Stock
held by such holders in such registration. 
The Company shall use its commercially reasonable best efforts to
effect, as soon as practicable, the registration under the Securities Act, for
public sale in accordance with the method of disposition specified in such
notice from requesting holders, the number of shares of Registrable Stock
specified in such notices.  If such
method of disposition shall be an underwritten public offering, the holders of
a majority of the shares of Registrable Stock to be sold in such offering may
designate the managing underwriter of such offering, subject to the approval of
the Company, which approval shall not be unreasonably withheld or delayed.  The Purchasers shall have an unlimited number
of demand registrations pursuant to this Section 2; provided, however,
that the Company shall not be obligated to effect more than two such
registrations in any twelve month period; and provided, further,
that such obligation shall be deemed satisfied only when a registration
statement covering all shares of Registrable Stock specified in notices
received as aforesaid, for sale in accordance with the method of disposition
specified by the requesting holders, shall have become effective.


 


(c)  From and after the date hereof, the Company
shall use its commercially reasonable best efforts to qualify under the
provisions of the Securities Act, and thereafter, to continue to qualify at all
times, for registration on Form S-3 or any successor thereto.


 


(d)  The Company may postpone for a period of up
to sixty (60) days the filing of any registration requested pursuant to this Section 2
if the Board of Directors of the Company in good faith determines that such
registration would require the public disclosure of any material non-public
information relating to any plan, proposal or agreement by the Company with
respect to any financing, acquisition, recapitalization, reorganization or
other material transaction, the disclosure of which would be materially adverse
to the Company’s ability to effect such plan, 


 


3

















 


proposal
or agreement if made at such time; provided, however, that the
Company may not exercise such right of postponement more frequently than twice
in any 12 month period and shall not register any securities for its own
account or that of any other stockholder during such sixty (60) day period
(except with respect to registration statements on Forms S-4, S-8 or
another form not available for registering the Registrable Stock for sale to
the public).


 


3.           Piggyback
Registration Rights.  If the Company
at any time following the date which is eighteen (18) months after the date
hereof proposes to register any of its securities under the Securities Act for
sale to the public (other than pursuant to Section 2), whether for its own
account or for the account of other security holders or both (except with
respect to registration statements on Forms S-4, S-8 or another form not
available for registering the Registrable Stock for sale to the public), each
such time it will give prompt written notice to all holders of outstanding
Registrable Stock of its intention to do so (but in no event less than ten (10) days
prior to the anticipated filing date). 
Upon the written request of any such holder, received by the Company
within ten (10) days after the giving of any such notice by the Company,
to register any of its Registrable Stock, the Company will use its commercially
reasonable best efforts to cause the Registrable Stock as to which registration
shall have been so requested to be included in the securities to be covered by
the registration statement proposed to be filed by the Company, all to the
extent required to permit the sale or other disposition by the holder of such
Registrable Stock so registered.  In the
event that any registration pursuant to this Section 3 shall be, in whole
or in part, an underwritten public offering of Registrable Stock, the number of
shares of Registrable Stock to be included in such an underwriting may be
reduced if and to the extent that the managing underwriter shall be of the
opinion that such inclusion would adversely affect the marketing of the
securities to be sold by the Company therein. 
In the event that the managing underwriter on behalf of all underwriters
limits the number of shares to be included in a registration pursuant to this Section 3,
or shall otherwise require a limitation of the number of shares to be included
in the registration, then the Company will include in such registration:


 


(i)         first, securities
proposed by the Company to be sold for its own account;


 


(ii)        second, shares of
Registrable Stock requested to be included by holders pursuant to this Section 3
(pro rata among the requesting holders based on the number of shares of
Registrable Stock requested to be so registered);


 


(iii)       third, securities
requested to be included by any other holders,


 


Notwithstanding
the foregoing provisions, the Company may withdraw any registration statement
referred to in this Section 3 without thereby incurring any liability to
the holders of Registrable Stock.


 


4.           Registration
Procedures.  If and whenever the
Company is required by the provisions of Sections 2 or 3 to use its
commercially reasonable best efforts to effect the 


 


4

















 


registration
of any shares of Registrable Stock under the Securities Act, the Company will,
as expeditiously as possible:


 


(a)        prepare
and promptly (and in any event within twenty (20) days after the request for
registration has been delivered to the Company pursuant to Section 2), file
with the SEC a registration statement with respect to such securities, make all
required filings with the National Association of Securities Dealers and the
Financial Industry Regulatory Authority and use its commercially reasonable
best efforts to cause such registration statement to become  effective as soon as reasonably practicable
and to remain effective for the period of the distribution contemplated thereby
(determined as hereinafter provided) or in the case of a registration requested
to be a “shelf,” until all Registrable Stock covered by such registration
statement has been sold, or may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144, and without the requirement for the
Company to be in compliance with the current public information requirement
under Rule 144 (including re-filing any “shelf” registration statement
upon its expiration);


 


(b)        prepare
and file with the SEC 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 the period specified in
paragraph (a) above and comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Stock covered by such
registration statement in accordance with the holders’ intended method of
disposition set forth in such registration statement for such period;


 


(c)        furnish
to each holder of Registrable Stock and to each underwriter such number of
copies of the registration statement, each amendment and supplement thereto and
the prospectus included therein (including each preliminary prospectus), all
exhibits and other documents filed therewith and such other documents,
including transmittal letters and other correspondence to or received from the
SEC or any other governmental entity relating to such offer as such holders or
the managing underwriter of such offering may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Stock covered
by such registration statement;


 


(d)        register
or qualify the Registrable Stock covered by such registration statement under
the securities or “blue sky” laws of such jurisdictions as the holders of
Registrable Stock or, in the case of an underwritten public offering, the
managing underwriter reasonably shall request; provided, however,
that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction;


 


(e)        notify
each holder of Registrable Stock included in such registration statement and
the managing underwriter, if any, in writing (a “Standstill
Notice”) upon the occurrence of any event or development as a result
of which the prospectus included in the registration statement, as then in
effect, contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not 


 


5

















 


misleading in light of the circumstances then existing, and as promptly
as practicable, prepare, file and furnish to such holders a reasonable number
of copies of a supplement or amendment to such prospectus as may be necessary
so that such prospectus does not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing; provided, however, that the Company may delay
preparing, filing and distributing any such supplement or amendment if the
Board of Directors of the Company in good faith determines that such supplement
or amendment would require the public disclosure of any material non-public
information relating to any plan, proposal or agreement by the Company with
respect to any financing, acquisition, recapitalization, reorganization or
other material transaction, the disclosure of which would be materially adverse
to the Company’s ability to effect such plan, proposal or agreement if made at
such time; and provided, further, that such delay shall not extend for a period
of more than 45 days without the written consent of the holders of a majority
of the Registrable Stock included in the registration statement, and the
Company shall not exercise such right more than once during any 12-month
period;


 


(f)         in
connection with the preparation and filing of each registration statement registering
Registrable Stock under the Securities Act, and before filing any such
registration statement or any other document in connection therewith, give the
participating holders and their underwriters, if any, and their respective
counsel and accountants, the opportunity to participate in the preparation of
such registration statement, each prospectus included therein or filed with the
SEC, each amendment thereof or supplement thereto and any related underwriting
agreement or other document to be filed, and give each of the aforementioned
persons such access to its books and records, including all financial and other
records, pertinent corporate documents and properties of the Company, and such
opportunities to discuss the business of the Company with its officers,
directors and employees and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of
such holders, underwriters, counsel or accountants, to conduct a reasonable
investigation within the meaning of the Securities Act; and


 


(g)        notify
each seller of Registrable Stock covered by such registration statement and the
managing underwriter, if any, (i) when such registration statement or the
prospectus or any prospectus supplement or post-effective amendment has been
filed and, with respect to such registration statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the
SEC for amendments or supplements to such registration statement or to amend or
to supplement such prospectus or for additional information, (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of such
registration statement or the initiation of any proceedings for any such
purposes and (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Stock for sale in any jurisdiction, or the initiation
or threatening of any proceeding for such purpose;


 


6

















 


(h)        cause
or Registrable Stock to be listed on each securities exchange on which similar
securities issued by the Company are then listed;


 


(i)         enter
into customary agreements, including underwriting agreements, and take all such
other customary actions as the requesting holders or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Stock, including making members of management and executives of the
Company available to participate in “road show”, similar sales events and other
marketing activities; provided that the Company shall not be required to
make members of management and executives of the Company so available for more
than five (5) consecutive days or more than ten (10) days in any
three hundred sixty five (365) day period;


 


(j)         in
the case of certificated Registrable Stock, cooperate with the sellers of such
Registrable Stock and the managing underwriter, if any, to facilitate the
timely preparation and delivery of certificates (not bearing any legends)
representing Registrable Stock to be sold after receiving written
representations from each seller that the Registrable Stock represented by the
certificates so delivered by such seller will be transferred in accordance with
the registration statement and enable such Registrable Stock to be in such
denominations and registered in such names as the sellers or managing
underwriter, if any, may request at least two (2) days prior to any sale
of Registrable Stock;


 


(k)        in the
event of the 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 ceasing trading of any securities included in such
registration statement for sale in any jurisdiction, promptly obtain the
withdrawal of such order;


 


(l)         obtain
one (1) or more comfort letters, addressed to the underwriters, if any,
dated the effective date of such registration statement and the date of the
closing under the underwriting agreement for such offering, signed by the
Company’s independent public accountants (and if necessary, any other
independent certified public accountants of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included in the registration statement) in customary form and covering
such matters of the type customarily covered by comfort letters as such
underwriters shall reasonably request;


 


(m)       provide
legal opinions of the Company’s counsel, addressed to the underwriters, if any,
dated the date of the closing under the underwriting agreement, with respect to
the registration statement, each amendment and supplement thereto (including
the preliminary prospectus) and such other documents relating thereto as the
underwriter shall reasonably request in customary form and covering such
matters of the type customarily covered by legal opinions of such nature; and


 


(n)        otherwise
use its commercially reasonable best efforts to comply with the Securities Act,
the Exchange Act and any other applicable rules and regulations of the
SEC, and make available to its securities holders, as soon as reasonably
practicable, an earnings statement 


 


7

















 


covering the period of at least 12 months after the effective date of
such registration statement, which earning statement shall satisfy Section 11(a) of
the Securities Act and any applicable regulations thereunder, including Rule 158.


 


In connection with each registration hereunder, the
holders of Registrable Stock will furnish to the Company in writing such
information with respect to themselves and the proposed distribution by them as
reasonably shall be necessary in order to assure compliance with federal and
applicable state securities laws.


 


5.           Expenses.  The Company will pay all Registration
Expenses.  All Selling Expenses shall be
borne by the participating sellers in proportion to the number of shares sold
by each, or by such participating sellers as they may agree.


 


6.           Indemnification
and Contribution.  (a)  In
the event of a registration of any of the Registrable Stock under the
Securities Act pursuant to Sections 2 or 3, the Company will indemnify and hold
harmless each seller of Registrable Stock thereunder, each underwriter of such
Registrable Stock thereunder and each other person, if any, who controls or is
alleged to control such seller or underwriter within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such seller, underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such Registrable Stock was
registered under the Securities Act pursuant to Sections 2 or 3, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or arises out of or
are based upon any violation or alleged violation of any federal, state or
other law, rule or regulation relating to any action or inaction in
connection therewith, and will reimburse each such seller, each such
underwriter and each such controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable to any such indemnitee if and to the extent
that any such loss, claim, damage or liability arises solely out of or is based
solely upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information with respect to such
indemnitee furnished by such indemnitee in writing specifically for use in such
registration statement or prospectus. 
The indemnities of the Company contained in this Section 6 shall
remain in full force and effect regardless of any investigation made by or on
behalf of such indemnified person and shall survive any transfer of Registrable
Stock.


 


(b)  In the event of a registration of any of the
Registrable Stock under the Securities Act pursuant to Sections 2 or 3, each
seller of such Registrable Stock thereunder, severally and not jointly, will
indemnify and hold harmless the Company, each person, if any, who controls the
Company within the meaning of the Securities Act, each officer of the Company
who signs the registration statement, each director of the Company, each
underwriter and each person who 


 


8
















 


controls
any underwriter within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
officer, director, underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Stock was registered
under the Securities Act pursuant to Sections 2 or 3, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company and each such officer, director, underwriter and controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that such seller will be liable hereunder in any such case if
and only to the extent that any such loss, claim, damage or liability arises
solely out of or is based solely upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to such seller, as such, furnished in
writing to the Company by such seller specifically for use in such registration
statement or prospectus; and provided, further, however,
that the liability of each seller hereunder shall be limited to the proportion
of any such loss, claim, damage, liability or expense which is equal to the
proportion that the public offering price of the shares sold by such seller
under such registration statement bears to the total public offering price of
all securities sold thereunder, but not in any event to exceed the net proceeds
received by such seller from the sale of Registrable Stock covered by such
registration statement (after deduction of all underwriters’ discounts and
commissions and all other expenses paid by such seller in connection with the
registration in question).  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any such director, officer, underwriter
or controlling person and shall survive any transfer of Registrable Stock.


 


(c)  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to such indemnified party other than under this
Section 6 and shall only relieve it from any liability which it may have to
such indemnified party under this Section 6 if and to the extent the
indemnifying party is prejudiced by such omission.  In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in and, to the extent it shall wish, to assume and undertake the defense
thereof with counsel satisfactory to such indemnified party, and, after notice
from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 6 for any legal
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison
with counsel so selected; provided, however, that, if the
defendants in 


 


9

















 


any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional to
those available to the indemnifying party or if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of
the indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by
the indemnifying party as incurred.  No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement unless such judgment or settlement
includes as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation, includes only money damages (as opposed to
equitable relief) and does not include any statement as to the fault or
culpability of such indemnified party.


 


(d)  In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
either (i) any holder of Registrable Stock exercising rights under this
Agreement, or any controlling person of any such holder, makes a claim for
indemnification pursuant to this Section 6 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be
required on the part of any such selling holder or any such controlling person
in circumstances for which indemnification is provided under this Section 6;
then, and in each such case, the Company and such holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such holder is
responsible for the portion represented by the percentage that the aggregate
public offering price of its Registrable Stock offered by the registration
statement bears to the aggregate public offering price of all securities
offered by such registration statement, and the Company is responsible for the
remaining portion; provided, however, that, in any such case, (A) no
such holder will be required to contribute any amount in excess of the net
proceeds received by it from the sale of all such Registrable Stock offered by
it pursuant to such registration statement (after deduction of all underwriters’
discounts and commissions and all other damages and expenses paid by such
seller in connection with the registration in question); and (B) no person
or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled to contribution from any person or entity
who was not guilty of such fraudulent misrepresentation.


 


7.           Changes
in Common Stock.  If, and as often
as, there is any change in the Common Stock by way of a stock split, stock
dividend, combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Common Stock as so
changed.


 


10

















 


8.           Rule 144
Reporting.  With a view to making
available the benefits of certain rules and regulations of the SEC which
may at any time permit the sale of the Registrable Stock to the public without
registration, the Company agrees to:


 


(a)        make
and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act;


 


(b)        use
its best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and


 


(c)        furnish
to each holder of Registrable Stock forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of such Rule 144
and of the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
so filed by the Company as such holder may reasonably request in availing
itself of any rule or regulation of the SEC allowing such holder to sell
any Registrable Stock without registration.


 


9.           Miscellaneous.


 


(a)        Successors
and Assigns.  All covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto (including without limitation transferees of
Registrable Stock), whether so expressed or not; provided, however,
that the rights conferred herein on the holders of Registrable Stock to require
the registration of shares of Registrable Stock shall only inure to the benefit
of a transferee of or Registrable Stock if (i) there is transferred to
such transferee shares representing at least one percent (1%) of the
outstanding shares of Registrable Stock or (ii) such transferee is a
Purchaser Permitted Transferee or a partner, shareholder or affiliate of a
party hereto.  The holder shall give the
Company written notice at the time of or within a reasonable time after such
transfer or assignment, stating the name and address of such transferee or
assignee and identifying the Registrable Stock with respect to which
registration rights are being transferred or assigned.  Transfer of registration rights to a
Purchaser Permitted Transferee or to a partner, member or shareholder of any
Purchaser will be without restriction as to minimum shareholding.   Any transferee to
whom rights under this Agreement are transferred shall (i) as a condition
to such transfer, deliver to the Company a written instrument by which such
transferee agrees to be bound by the obligations imposed upon holders under
this Agreement to the same extent as if such transferee were a holder under
this Agreement and (ii) be deemed to be a holder hereunder.


 


(b)        Notices.  All notices, requests, consents and other
communications hereunder shall be in writing and shall be delivered in person,
by overnight express courier or mailed by certified or registered mail, return
receipt requested, addressed as follows:


 


11

















 


(i)         if to the Company or
any Purchaser, at the address of such party set forth in the Purchase
Agreement;


 


(ii)        if to any subsequent
holder of Registrable Stock, to it at such address as may have been furnished
to the Company in writing by such holder;


 


or, in
any case, at such other address or addresses as shall have been furnished in
writing to the Company (in the case of a holder of Registrable Stock) or to the
holders of Registrable Stock (in the case of the Company) in accordance with
the provisions of this paragraph.


 


(c)        Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to its conflict of law principles.


 


(d)        Amendments,
Waivers and Consents.  This Agreement
may not be amended or modified, and no provision hereof may be waived, without
the written consent of the Company and the holders of at least fifty percent
(50%) of the outstanding shares of Registrable Stock; provided, however,
that, without a holder’s consent, any such amendment or waiver shall not treat
such holder differently from any other holder. 
The Company shall deliver copies of such consent to any holders who did
not execute the same.  Neither this
Agreement, nor any provision hereof, may be changed, waived, discharged or
terminated orally or by course of dealing, but only by an instrument in
writing.


 


(e)        No
Waivers.  No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


(f)         Headings.  The headings of the Sections and paragraphs
of this Agreement have been inserted for convenience of reference only and do
not constitute a part of this Agreement.


 


(g)        Counterparts.  This Agreement may be executed in one (1) or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


(h)        Cumulative
Remedies.  None of the rights, powers
or remedies conferred upon the Purchasers on the one hand or the Company on the
other hand shall be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to every other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in
equity, by statute or otherwise.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Purchasers and the Company will
be entitled to specific performance under this Agreement. The parties agree
that monetary 


 


12

















 


damages may not be adequate compensation for any loss incurred by
reason of any breach of obligations contained in this Agreement and hereby
agrees to waive and not to assert in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate.


 


(i)         Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall
be brought in any federal or state court located in the Borough of Manhattan in
the State of New York, and each of the parties hereby consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any such
court has been brought in an inconvenient forum.  Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. 
Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 9(b) shall be deemed
effective service of process on such party.


 


(j)         Severability.  If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such
illegal, invalid or unenforceable provision were not contained herein.


 


(k)        WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY
JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE
LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES
FOREVER TRIAL BY JURY.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Registration Rights Agreement to be duly
executed as of the day and year first above written.


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  TRC COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher P.
  Vincze

  
	
   

  	
   

  	
  Name: Christopher P.
  Vincze

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer

  



 


13

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Registration Rights Agreement to be duly
executed as of the day and year first above written.


 


	
   

  	
  THE PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  FEDERAL PARTNERS, L.P.

  
	
   

  	
  By: Ninth Floor
  Corporation, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Duff

  
	
   

  	
   

  	
  Name: Stephen M. Duff

  
	
   

  	
   

  	
  Title: Chief Investment
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Edward Jepsen

  
	
   

  	
  Edward Jepsen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IAT REINSURANCE
  COMPANY, LTD

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Kellogg

  
	
   

  	
   

  	
  Name: Peter R. Kellogg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter R. Kellogg

  
	
   

  	
  Peter R. Kellogg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BERMUDA PARTNERS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Kellogg

  
	
   

  	
   

  	
  Name: Peter R. Kellogg

  
	
   

  	
   

  	
  Title: Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NON-MARITAL TRUST F/B/O PETER R. KELLOGG

  
	
   

  	
  U/W/O JAMES C. KELLOGG, III

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Peter R. Kellogg

  
	
   

  	
   

  	
  Name: Peter R. Kellogg

  
	
   

  	
   

  	
  Title: Trustee and Not
  Individually

  
				



 


Signature Page to
Registration Rights Agreement