EX-10.52






Exhibit 10.52




REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2014, by and among
Metalico, Inc., a Delaware corporation, with headquarters located at 186 North Avenue East,
Cranford, NJ 07016 (the “Company”), and the investors listed on the Schedule of Subscribers
attached hereto (each, a “Subscriber” and collectively, the “Subscribers”).



WHEREAS:



A. In connection with the Subscription Agreement by and among the parties hereto of even date
herewith (the “Subscription Agreement”) and the Second Amendment (as hereinafter defined), the
Company has agreed, upon the terms and subject to the conditions of the Subscription Agreement, to
issue to each Subscriber warrants (the “Warrants”) which will be exercisable to purchase shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock”) (as exercised,
collectively, the “Warrant Shares”) in accordance with the terms of the Warrants.



B. In accordance with the terms of the Subscription Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and
applicable state securities laws.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each of the Subscribers hereby agree as follows:



1. Definitions.



Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Subscription Agreement. As used in this Agreement, the following terms
shall have the following meanings:



(a) "Additional Effective Date” means the date the Additional Registration Statement is
declared effective by the SEC.



(b) "Additional Effectiveness Deadline” means the date which is the earlier of (x) (i) in the
event that the Additional Registration Statement is not subject to any review by the SEC,
forty-five (45) calendar days after the earlier of the Additional Filing Date and the Additional
Filing Deadline, (ii) in the event that the Additional Registration Statement is subject to a full
review by the SEC, seventy-five (75) calendar days after the earlier of the Additional Filing Date
and the Additional Filing Deadline and (iii) in the event that the Additional Registration
Statement is subject to any other review by the SEC, sixty (60) calendar days after the earlier of
the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th)
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by
the SEC that such Additional Registration Statement will not be reviewed or will not be subject to
further review; provided, however, that if the Additional Effectiveness Deadline falls on a
Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.



(c) "Additional Filing Date” means the date on which the Additional Registration Statement is
filed with the SEC.



(d) "Additional Filing Deadline” means if Cutback Shares are required to be included in any
Additional Registration Statement, the later of (i) the date sixty (60) days after the date
substantially all of the Registrable Securities registered under the immediately preceding
Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or
the most recent Additional Effective Date, as applicable.



(e) "Additional Registrable Securities” means, (i) any Cutback Shares not previously included
on a Registration Statement and (ii) any capital stock of the Company issued or issuable with
respect to the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitations on exercise of the Warrants.



(f) "Additional Registration Statement” means a registration statement or registration
statements of the Company filed under the 1933 Act covering the resale of any Additional
Registrable Securities.



(g) "Additional Required Registration Amount” means any Cutback Shares not previously included
on a Registration Statement, all subject to adjustment as provided in Section 2(f), without regard
to any limitations on exercise of the Warrants.



(h) "Business Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in the City of New York are authorized or required by law to remain closed.



(i) "Closing Date” shall have the meaning set forth in the Subscription Agreement.



(j) "Cutback Shares” means any of the Initial Required Registration Amount or the Additional
Required Registration Amount of Registrable Securities not included in all Registration Statements
previously declared effective hereunder as a result of a limitation on the maximum number of shares
of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule
415. For the purpose of determining the Cutback Shares, in order to determine any applicable
Required Registration Amount, unless an Investor gives written notice to the Company to the
contrary with respect to the allocation of its Cutback Shares, the Warrant Shares shall be excluded
on a pro rata basis among the Investors until all of the Warrant Shares have been excluded.



(k) "Effective Date” means the Initial Effective Date and the Additional Effective Date, as
applicable.



(l) "Effectiveness Deadline” means the Initial Effectiveness Deadline and the Additional
Effectiveness Deadline, as applicable.



(m) "Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., The
NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market or the OTC Market.



(n) "Filing Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as
applicable.



(o) "Initial Effective Date” means the date that the Initial Registration Statement has been
declared effective by the SEC.



(p) "Initial Effectiveness Deadline” means the date which is the earlier of (x) (i) in the
event that the Initial Registration Statement is not subject to any review by the SEC, (90)
calendar days after the Closing Date, (ii) in the event that the Initial Registration Statement is
subject to a full review by the SEC, one hundred twenty (120) calendar days after the Closing Date
and (iii) in the event that the Initial Registration Statement is subject to any other review by
the SEC, one hundred five (105) calendar days after the Closing Date and (y) the fifth
(5th) Business Day after the date the Company is notified (orally or in writing,
whichever is earlier) by the SEC that such Initial Registration Statement will not be reviewed or
will not be subject to further review; provided, however, that if the Initial Effectiveness
Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial
Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for
business.



(q) "Initial Filing Date” means the date on which the Initial Registration Statement is filed
with the SEC.



(r) "Initial Filing Deadline” means the date which is thirty (30) calendar days after the
Closing Date.



(s) "Initial Registrable Securities” means (i) the Warrant Shares issued or issuable upon
exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect
to the Warrant Shares or the Warrants as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, in each case without regard to any
limitations on exercise of the Warrants.



(t) "Initial Registration Statement” means a registration statement or registration statements
of the Company filed under the 1933 Act covering the resale of the Initial Registrable Securities.



(u) "Initial Required Registration Amount” means 130% of the maximum number of Warrant Shares
issued and issuable pursuant to the Warrants, as of the Trading Day immediately preceding the
applicable date of determination and all subject to adjustment as provided in Section 2(f), without
regard to any limitations on exercise of the Warrants.



(v) "Investor” means a Subscriber or any transferee or assignee thereof to whom a Subscriber
assigns its rights under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9.



(w) "Lead Investor” means TPG Specialty Lending, Inc.



(x) "Person” means an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization and a government or any department or agency
thereof.




(y) “Principal Market” means the NYSE MKT LLC.



(z) "register,” “registered,” and “registration” refer to a registration effected by preparing
and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act
and pursuant to Rule 415, and the declaration or ordering of effectiveness of such Registration
Statement(s) by the SEC.



(aa) "Registrable Securities” means the Initial Registrable Securities and the Additional
Registrable Securities.



(bb) "Registration Statement” means the Initial Registration Statement and the Additional
Registration Statement, as applicable.



(cc) "Required Holders” means the holders of at least a majority of the Registrable Securities
and shall include the Lead Investor so long as the Lead Investor or any of its Affiliates holds any
Registrable Securities.



(dd) "Required Registration Amount” means either the Initial Required Registration Amount or
the Additional Required Registration Amount, as applicable.



(ee) "Rule 415” means Rule 415 promulgated under the 1933 Act or any successor rule providing
for offering securities on a continuous or delayed basis.



(ff) "SEC” means the United States Securities and Exchange Commission.



(gg) "Second Amendment ” means that certain Second Amendment dated as of the date hereof to
the Financing Agreement dated as November 21, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Financing Agreement”) by and among the Company,
certain other loan parties thereto, the lenders from time to time party thereto, TPG Specialty
Lending, Inc., as lead arranger and agent for lenders thereunder, and the service agent for the
lenders thereunder .



(hh) "Trading Day” means any day on which the Common Stock is traded on the Principal Market,
or, if the Principal Market is not the principal trading market for the Common Stock, then on the
principal securities exchange or securities market on which the Common Stock is then traded;
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is
suspended from trading during the final hour of trading on such exchange or market (or if such
exchange or market does not designate in advance the closing time of trading on such exchange or
market, then during the hour ending at 4:00:00 p.m., New York time).



2. Registration.



(a) Initial Mandatory Registration. The Company shall prepare, and, as soon as
practicable but in no event later than the Initial Filing Deadline, file with the SEC the Initial
Registration Statement on Form S-3 covering the resale of all of the Initial Registrable
Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall
use such other form as is available for such a registration on another appropriate form reasonably
acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial
Registration Statement prepared pursuant hereto shall register for resale at least the number of
shares of Common Stock equal to the Initial Required Registration Amount determined as of the date
the Initial Registration Statement is initially filed with the SEC, subject to adjustment as
provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise
directed by the Required Holders) the “Plan of Distribution” and “Selling
Stockholders” sections in substantially the form attached hereto as Exhibit B. The
Company shall use its commercially reasonable efforts to have the Initial Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than the Initial
Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial
Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act
the final prospectus to be used in connection with sales pursuant to such Initial Registration
Statement.



(b) Additional Mandatory Registrations. The Company shall prepare, and, as soon as
practicable but in no event later than the Additional Filing Deadline, file with the SEC an
Additional Registration Statement on Form S-3 covering the resale of all of the Additional
Registrable Securities not previously registered on an Additional Registration Statement hereunder.
To the extent the staff of the SEC does not permit the Additional Required Registration Amount to
be registered on an Additional Registration Statement, the Company shall file Additional
Registration Statements successively trying to register on each such Additional Registration
Statement the maximum number of remaining Additional Registrable Securities until the Additional
Required Registration Amount has been registered with the SEC. In the event that Form S-3 is
unavailable for such a registration, the Company shall use such other form as is available for such
a registration on another appropriate form reasonably acceptable to the Required Holders, subject
to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant hereto
shall register for resale at least that number of shares of Common Stock equal to the Additional
Required Registration Amount determined as of the date such Additional Registration Statement is
initially filed with the SEC, subject to adjustment as provided in Section 2(f). Each Additional
Registration Statement shall contain (except if otherwise directed by the Required Holders) the
"Plan of Distribution” and “Selling Stockholders” sections in substantially the
form attached hereto as Exhibit B. The Company shall use its commercially reasonable
efforts to have each Additional Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New
York time on the Business Day following the Additional Effective Date, the Company shall file with
the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in
connection with sales pursuant to such Additional Registration Statement.



(c) Allocation of Registrable Securities. The initial number of Registrable
Securities included in any Registration Statement and any increase or decrease in the number of
Registrable Securities included therein shall be allocated pro rata among the Investors based on
the number of Registrable Securities held by each Investor at the time the Registration Statement
covering such initial number of Registrable Securities or increase or decrease thereof is declared
effective by the SEC. In the event that an Investor sells or otherwise transfers any of such
Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the
then remaining number of Registrable Securities included in such Registration Statement for such
transferor. Any shares of Common Stock included in a Registration Statement and which remain
allocated to any Person which ceases to hold any Registrable Securities covered by such
Registration Statement shall be allocated to the remaining Investors, pro rata based on the number
of Registrable Securities then held by such Investors which are covered by such Registration
Statement. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement without the prior written consent of the Required Holders.



(d) Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the
right to select one legal counsel to review and oversee any registration pursuant to this Section 2
(“Legal Counsel”), which shall be Schulte Roth & Zabel LLP or such other counsel as thereafter
designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with
each other in performing the Company’s obligations under this Agreement.



(e) Ineligibility for Form S-3. In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, the Company shall (i) register the
resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as
soon as such form is available, provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3
covering the Registrable Securities has been declared effective by the SEC.



(f) Sufficient Number of Shares Registered. In the event the number of shares
available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is
insufficient to cover the Required Registration Amount of Registrable Securities required to be
covered by such Registration Statement or an Investor’s allocated portion of the Registrable
Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement,
or file a new Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover at least the Required Registration Amount as of the Trading Day immediately
preceding the date of the filing of such amendment or new Registration Statement, in each case, as
soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor
arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or
new Registration Statement to become effective as soon as practicable following the filing thereof.
For purposes of the foregoing provision, the number of shares available under a Registration
Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time
the number of shares of Common Stock available for resale under the Registration Statement is less
than the product determined by multiplying (i) the Required Registration Amount as of such time by
(ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any
limitations on the exercise of the Warrants and such calculation shall assume that the Warrants are
then exercisable in full into shares of Common Stock at the then prevailing Exercise Price (as
defined in the Warrants).



3. Related Obligations.



At such time as the Company is obligated to file a Registration Statement with the SEC
pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its commercially reasonable
efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:



(a) The Company shall promptly prepare and file with the SEC a Registration Statement with
respect to the Registrable Securities and use its commercially reasonable efforts to cause such
Registration Statement relating to the Registrable Securities to become effective as soon as
practicable after such filing (but in no event later than the Effectiveness Deadline). The Company
shall keep each Registration Statement effective pursuant to Rule 415 at all times until the
earlier of (i) the date as of which the Investors may sell all of the Registrable Securities
covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and
without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto)
promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the
Registrable Securities covered by such Registration Statement (the “Registration Period”). The
Company shall ensure that each Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) 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 (in the case of prospectuses, in the light of the circumstances in which they
were made) not misleading. The term “commercially reasonable efforts” shall mean, among other
things, that the Company shall submit to the SEC, within two (2) Business Days after the later of
the date that (i) the Company learns that no review of a particular Registration Statement will be
made by the staff of the SEC or that the staff has no further comments on a particular Registration
Statement, as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c)
(which approval is immediately sought), a request for acceleration of effectiveness of such
Registration Statement to a time and date not later than two (2) Business Days after the submission
of such request. The Company shall respond in writing to comments made by the SEC in respect of a
Registration Statement as soon as practicable, but in no event later than twenty-five (25) days
after the receipt of comments by or notice from the SEC that an amendment is required in order for
a Registration Statement to be declared effective.



(b) The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used in connection with
such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q,
Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934
Act”), the Company shall have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day
on which the 1934 Act report is filed which created the requirement for the Company to amend or
supplement such Registration Statement.



(c) The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration
Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments
and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a
reasonable number of days prior to their filing with the SEC, and (B) not file any Registration
Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects.
The Company shall not submit a request for acceleration of the effectiveness of a Registration
Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which
consent shall not be unreasonably withheld. The Company shall furnish to Legal Counsel, without
charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to any Registration Statement, (ii) promptly after the same is prepared
and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration
Statement, one copy of the prospectus included in such Registration Statement and all amendments
and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing
the Company’s obligations pursuant to this Section 3.



(d) The Company shall furnish to each Investor whose Registrable Securities are included in
any Registration Statement, without charge, (i) promptly after the same is prepared and filed with
the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, if requested
by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any
Registration Statement, one (1) copy of the prospectus included in such Registration Statement and
all amendments and supplements thereto (or such other number of copies as such Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as such Investor may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Investor.



(e) The Company shall use its commercially reasonable efforts to (i) register and qualify,
unless an exemption from registration and qualification applies, the resale by Investors of the
Registrable Securities covered by a Registration Statement under such other securities or “blue
sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those
jurisdictions such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds
Registrable Securities of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable Securities for sale under
the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual
notice of the initiation or threatening of any proceeding for such purpose.



(f) The Company shall notify Legal Counsel and each Investor in writing of the happening of
any event, as promptly as practicable after becoming aware of such event, as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an untrue statement of
a material fact or omission 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 (provided that in no event shall such notice contain any material, nonpublic
information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver one (1) copy of
such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as
Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify
Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to Legal
Counsel and each Investor by facsimile or email on the same day of such effectiveness and by
overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration
Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate. By
9:30 a.m. New York City time on the date following the date any post-effective amendment has become
effective, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the
final prospectus to be used in connection with sales pursuant to such Registration Statement.



(g) The Company shall use its commercially reasonable efforts to prevent the issuance of any
stop order or other suspension of effectiveness of a Registration Statement, or the suspension of
the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities
being sold of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.



(h) [Intentionally omitted]



(i) If any Investor is required under applicable securities laws to be described in the
Registration Statement as an underwriter or an Investor believes that it could reasonably be deemed
to be an underwriter of Registrable Securities, the Company shall make available for inspection by
(i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by
the Investors (collectively, the “Inspectors”), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall
be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and
employees to supply all information which any Inspector may reasonably request; provided, however,
that each Inspector shall agree to hold in strict confidence and shall not make any disclosure
(except to an Investor) or use of any Record or other information which the Company determines in
good faith to be confidential, and of which determination the Inspectors are so notified, unless
(a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in
any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such
Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, or (c) the information in such Records has been made generally
available to the public other than by disclosure in violation of this Agreement. Each Investor
agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing
herein (or in any other confidentiality agreement between the Company and any Investor) shall be
deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.



(j) The Company shall hold in confidence and not make any disclosure of information concerning
an Investor provided to the Company unless (i) disclosure of such information is necessary to
comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a
court or governmental body of competent jurisdiction, or (iv) such information has been made
generally available to the public other than by disclosure in violation of this Agreement or any
other agreement. The Company agrees that it shall, upon learning that disclosure of such
information concerning an Investor is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt written notice to such Investor and allow such
Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.



(k) The Company shall use its commercially reasonable efforts either to (i) cause all of the
Registrable Securities covered by a Registration Statement to be listed on each securities exchange
on which securities of the same class or series issued by the Company are then listed, if any, if
the listing of such Registrable Securities is then permitted under the rules of such exchange or
(ii) secure the inclusion for quotation of all of the Registrable Securities on The NYSE MKT LLC or
(iii) if, despite the Company’s commercially reasonable efforts, the Company is unsuccessful in
satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another
Eligible Market for such Registrable Securities and, without limiting the generality of the
foregoing, to use its commercially reasonable efforts to arrange for at least two market makers to
register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect to
such Registrable Securities. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(k).



(l) The Company shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable, facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the Investors may reasonably request and
registered in such names as the Investors may request.



(m) If requested by an Investor, the Company shall as soon as practicable (i) incorporate in a
prospectus supplement or post-effective amendment such information as an Investor reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such
prospectus supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or
make amendments to any Registration Statement if reasonably requested by an Investor holding any
Registrable Securities.



(n) The Company shall use its commercially reasonable efforts to cause the Registrable
Securities covered by a Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the disposition of such
Registrable Securities.



(o) The Company shall make generally available to its security holders as soon as practical,
but not later than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under
the 1933 Act) covering a twelve-month period beginning not later than the first day of the
Company’s fiscal quarter next following the applicable Effective Date of a Registration Statement.



(p) The Company shall otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC in connection with any registration hereunder.



(q) Within two (2) Business Days after a Registration Statement which covers Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.



(r) Notwithstanding anything to the contrary herein, at any time after the Effective Date, the
Company may delay the disclosure of material, non-public information concerning the Company the
disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the
Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the
Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i)
notify the Investors in writing of the existence of material, non-public information giving rise to
a Grace Period (provided that in each notice the Company will not, unless provided pursuant to the
terms of any of the Loan Documents, disclose the content of such material, non-public information
to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors
in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period
shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period
such Grace Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace
Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each,
an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the
Grace Period shall begin on and include the date the Investors receive the notice referred to in
clause (i) and shall end on and include the later of the date the Investors receive the notice
referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(g)
hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of
the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with
respect to the information giving rise thereto unless such material, non-public information is no
longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance
with the terms of the Subscription Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale, prior to the Investor’s
receipt of the notice of a Grace Period and for which the Investor has not yet settled.



(s) Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as
an underwriter in any public disclosure or filing with the SEC, the Principal Market or any
Eligible Market and any Subscriber being deemed an underwriter by the SEC shall not relieve the
Company of any obligations it has under this Agreement or any other Transaction Document (as
defined in the Subscription Agreement); provided, however, that the foregoing shall
not prohibit the Company from including the disclosure found in the “Plan of Distribution” section
attached hereto as Exhibit B in the Registration Statement.



(t) Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor
shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into
any agreement with respect to its securities, that would have the effect of impairing the rights
granted to the Subscribers in this Agreement or otherwise conflicts with the provisions hereof.



4. Obligations of the Investors.



(a) At least five (5) Business Days prior to the first anticipated Filing Date of a
Registration Statement, the Company shall notify each Investor in writing of the information the
Company requires from each such Investor if such Investor elects to have any of such Investor’s
Registrable Securities included in such Registration Statement. It shall be a condition precedent
to the obligations of the Company to complete any registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor shall furnish to
the Company such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall be reasonably
required to effect and maintain the effectiveness of the registration of such Registrable
Securities and shall execute such documents in connection with such registration as the Company may
reasonably request.



(b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder, unless such Investor has notified
the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable
Securities from such Registration Statement.



(c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will
immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the
supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or
receipt of notice that no supplement or amendment is required. Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock
to a transferee of an Investor in accordance with the terms of the Subscription Agreement in
connection with any sale of Registrable Securities with respect to which an Investor has entered
into a contract for sale prior to the Investor’s receipt of a notice from the Company of the
happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for
which the Investor has not yet settled.



(d) Each Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales
of Registrable Securities pursuant to the Registration Statement.



5. Expenses of Registration.



All reasonable expenses, other than underwriting discounts and commissions, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The
Company shall also reimburse the Investors for the fees and disbursements of Legal Counsel in
connection with registration, filing or qualification pursuant to Sections 2 and 3 of this
Agreement which amount shall be limited to $15,000 for each such registration, filing or
qualification.



6. Indemnification.



In the event any Registrable Securities are included in a Registration Statement under this
Agreement:



(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Investor, the directors, officers, partners, members, employees, agents,
representatives of, and each Person, if any, who controls any Investor within the meaning of the
1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid
in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory
agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as
such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise
out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact
in a Registration Statement or any post-effective amendment thereto or in any filing made in
connection with the qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the effective date of such
Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading, (iii) any
violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or
(iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified
Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person for such Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made available by the
Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.



(b) In connection with any Registration Statement in which an Investor is participating, each
such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against
any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the
1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon
any Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and, subject to Section 6(c),
such Investor shall reimburse the Indemnified Party for any legal or other expenses reasonably
incurred by an Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld or delayed; provided, further, however, that the
Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.



(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses of not more than
one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified
Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified
Party and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person or Indemnified Party and any other party represented by
such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to
in the immediately preceding sentence shall be selected by the Investors holding at least a
majority in interest of the Registrable Securities included in the Registration Statement to which
the Claim relates. The Indemnified Party or Indemnified Person shall reasonably cooperate with the
indemnifying party in connection with any negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or Claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such Claim or litigation and such
settlement shall not include any admission as to fault on the part of the Indemnified Party.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to
all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party
is prejudiced in its ability to defend such action.



(d) The indemnification required by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or
Indemnified Damages are incurred.



(e) The indemnity agreements contained herein shall be in addition to (i) any cause of action
or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.



7. Contribution.



To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person
is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in
connection with such sale shall be entitled to contribution from any Person involved in such sale
of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds
received by such seller from the sale of such Registrable Securities pursuant to such Registration
Statement.



8. Reports Under the 1934 Act.



With a view to making available to the Investors the benefits of Rule 144 promulgated under
the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the
Investors to sell securities of the Company to the public without registration (“Rule 144”), the
Company agrees to:



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



(b) file with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such
requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and



(c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company, if true, that it has complied with the
reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.



9. Assignment of Registration Rights.



The rights under this Agreement shall be automatically assignable by the Investors to any
transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such assignment; (ii) the
Company is, within a reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the securities with
respect to which such registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities by the transferee
or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before
the time the Company receives the written notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by all of the provisions
contained herein; and (v) such transfer shall have been made in accordance with the applicable
requirements of the Subscription Agreement.



10. Amendment of Registration Rights.



Provisions of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing but that disproportionately, materially and adversely affects the
rights and obligations of any Investor relative to the comparable rights and obligations of the
other Investors shall require the prior written consent of such adversely affected Investor. Any
amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor
and the Company. No such amendment shall be effective to the extent that it applies to less than
all of the holders of the Registrable Securities. No consideration shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of this Agreement unless
the same consideration (other than the reimbursement of legal fees) also is offered to all of the
parties to this Agreement.



11. Miscellaneous.



(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from
such record owner of such Registrable Securities.



(b) Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or
electronic mail (provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the
same. The addresses, facsimile numbers and email addresses for such communications shall be:




If to the Company:



	 	 	 
	Metalico, Inc.

	 	

	186 North Avenue East

	Cranford, NJ 07016

	Telephone:(909) 497-9610

	Facsimile:(908) 497-1097

	Attention:Arnold S. Graber.

	Email:

	 	Executive Vice President and General Counsel

asgraber@metalico.com







With a copy (for informational purposes only) to:



	 	 	 
	Lowenstein Sandlder PC

	65 Livingston Avenue

	Roseland, NJ 07068

	Telephone:(973) 597-2476

	Facsimile:(973) 597-2477

	Attention:Steven S. Skolnick

	Email:

	 	sskolnick@lowenstein.com






	 	 	 
	If to the Transfer Agent:

	 	

	Corporate Stock Transfer, Inc.

	3200 Cherry Creek Dr. South, Suite 430

	Denver, CO 80209

Telephone (303) 282-4800

Facsimile: (303) 777-3094

Attention: Daniel Bell

	 	







	E-mail: dbell@corporatestock.com

	If to Legal Counsel:

	 	

	Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Telephone:

Facsimile:

Attention:

Email:

	 	





(212) 756-2000

(212) 593-5955

Frederic Ragucci, Esq.

Robert Goldstein, Esq.

frederic.ragucci@srz.com

robert.goldstein@srz.com






If to a Subscriber, to its address, facsimile number and/or email address set forth on the Schedule
of Subscribers attached hereto, with copies to such Subscriber’s representatives as set forth on
the Schedule of Subscribers, or to such other address, facsimile number and/or email address to the
attention of such other Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change. Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s facsimile machine or email containing the
time, date, recipient facsimile number and an image of the first page of such transmission or (C)
provided by a courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.



(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



(d) All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other
than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



(e) If any provision of this Agreement is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise
be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability of such provision
shall not affect the validity of the remaining provisions of this Agreement so long as this
Agreement as so modified continues to express, without material change, the original intentions of
the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits
that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid
provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or
unenforceable provision(s).



(f) This Agreement, the other Transaction Documents (as defined in the Subscription Agreement)
and the instruments referenced herein and therein constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This
Agreement, the other Transaction Documents and the instruments referenced herein and therein
supersede all prior agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.



(g) Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and
be binding upon the permitted successors and assigns of each of the parties hereto.



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



(i) This Agreement may be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this Agreement.



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



(k) All consents and other determinations required to be made by the Investors pursuant to
this Agreement shall be made, unless otherwise specified in this Agreement, by the Required
Holders, determined as if all of the outstanding Warrants then held by the Investors have been
exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.



(l) The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will be applied against
any party.



(m) This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



(n) The obligations of each Investor hereunder are several and not joint with the obligations
of any other Investor, and no provision of this Agreement is intended to confer any obligations on
any Investor vis-à-vis any other Investor. Nothing contained herein, and no action taken by any
Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated herein.



* * * * * *




[Signature Page Follows]IN WITNESS WHEREOF, each Subscriber and the Company have caused
their respective signature page to this Registration Rights Agreement to be duly executed as of the
date first written above.



	 
	COMPANY:

	METALICO, INC.

By       /s/ Carlos E. Aguero     

	 

	Name: Carlos E. Aguero

Title: President







1




IN WITNESS WHEREOF, each Subscriber and the Company have caused their respective signature
page to this Registration Rights Agreement to be duly executed as of the date first written above.



	 
	SUBSCRIBERS:

	TPG SPECIALTY LENDING, INC.

By:       /s/ Michael

Fishman

	 

	Name: Michael Fishman

Title: CEO







2




SCHEDULE OF SUBSCRIBERS




	 	 	 	 	 
	 	 	Subscriber Address	 	Subscriber's Representative's
	 	 	 	 	Address
	Subscriber	 	and Facsimile Number	 	and Facsimile Number
	TPG Specialty Lending, Inc.
	 	301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Attention: Legal and

Compliance Department

Facsimile: (415) 486-5954

E-mail: documents@tpg.com
	 	Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attn: Frederic Ragucci, Esq. and

Robert Goldstein, Esq.

Facsimile: (212) 593-5955

Telephone: (212) 756-2000

Email: frederic.ragucci@srz.com

robert.goldstein@srz.com







EXHIBIT A




FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT




	 	 	 
	Corporate Stock Transfer, Inc.

	3200 Cherry Creek Dr. South, Suite 430

	Denver, CO 80209

	 	

	Telephone (303) 282-4800

	Facsimile: (303) 777-3094

	Attention: Daniel Bell

	E-mail: dbell@corporatestock.com

	Re:

	 	Metalico, Inc.
	
 
	 	 






Ladies and Gentlemen:



[We are][I am] counsel to Metalico, Inc., a Delaware corporation (the “Company”), and have
represented the Company in connection with that certain Subscription Agreement, dated as of October
[  ], 2014 (the “Subscription Agreement”), entered into by and among the Company and the
Subscribers named therein (collectively, the “Holders”) pursuant to which the Company issued to the
Holders warrants (the “Warrants”) exercisable for shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”). Pursuant to the Subscription Agreement, the Company also has
entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the resale of the Registrable
Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock
issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933
Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on
          , 2014, the Company filed a Registration Statement on Form S-3 (File No.
333-      ) (the “Registration Statement”) with the Securities and Exchange Commission (the
"SEC”) relating to the Registrable Securities which names each of the Holders as a selling
stockholder thereunder.



In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has
advised [us][me] by telephone that the SEC has entered an order declaring the Registration
Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s
staff, that any stop order suspending its effectiveness has been issued or that any proceedings for
that purpose are pending before, or threatened by, the SEC and the Registrable Securities are
available for resale under the 1933 Act pursuant to the Registration Statement.



This letter shall serve as our standing instruction to you that the shares of Common Stock are
freely transferable by the Holders pursuant to the Registration Statement. You need not require
further letters from us to effect any future legend-free issuance or reissuance of shares of Common
Stock to the Holders.



	 	 	 	 	 
	CC:
	 	[LIST NAMES OF HOLDERS]
	 	Very truly yours,

[ISSUER’S COUNSEL]

By:     










EXHIBIT B




SELLING STOCKHOLDERS




The shares of common stock being offered by the selling stockholders are those issuable to the
selling stockholders upon exercise of the warrants. For additional information regarding the
issuance of those warrants, see “Private Placement of Warrants” above. We are registering the
shares of common stock in order to permit the selling stockholders to offer the shares for resale
from time to time. Except for the ownership of the warrants issued pursuant to the Subscription
Agreement and [DESCRIBE LENDER AND OTHER RELATIONSHIPS], the selling stockholders have not had any
material relationship with us within the past three years.



The table below lists the selling stockholders and other information regarding the beneficial
ownership of the shares of common stock by each of the selling stockholders. The second column
lists the number of shares of common stock beneficially owned by each selling stockholder, based on
its ownership of the warrants, as of      , 2014, assuming exercise of all warrants held by the
selling stockholders on that date, without regard to any limitations on exercise.



The third column lists the shares of common stock being offered by this prospectus by the
selling stockholders.



In accordance with the terms of a registration rights agreement with the selling stockholders,
this prospectus generally covers the resale of at least 130% of the maximum number of shares of
common stock issued and issuable upon exercise of the warrants as of the Trading Day immediately
preceding the date the registration statement is initially filed with the SEC. Because the number
of shares of common stock issuable upon exercise of the warrants may be adjusted, the number of
shares that will actually be issued may be more or less than the number of shares being offered by
this prospectus. The fourth column assumes the sale of all of the shares offered by the selling
stockholders pursuant to this prospectus.



Under the terms of the warrants, a selling stockholder may not exercise the warrants to the
extent such exercise would cause such selling stockholder, together with its affiliates, to
beneficially own a number of shares of common stock which would exceed 9.99% of our then
outstanding shares of common stock following such exercise, excluding for purposes of such
determination shares of common stock issuable upon exercise of the warrants which have not been
exercised. The number of shares in the second column does not reflect this limitation. The
selling stockholders may sell all, some or none of their shares in this offering. See “Plan of
Distribution.”



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	Name of Selling Stockholder	 	Number of Shares of	 	Maximum Number of	 	Number of Shares of
	 	 	Common Stock Owned	 	Shares of Common	 	Common Stock Owned
	 	 	Prior to Offering	 	Stock to be Sold	 	After Offering
	 	 	 	 	Pursuant to this	 	 	 	 
	 	 	 	 	Prospectus	 	 	 	 
	TPG Specialty Lending, Inc. (1)

	 	 	 	 	 	 	0	 
	[Other Subscribers]

	 	

	 	

	 	








(1)



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PLAN OF DISTRIBUTION




We are registering the shares of common stock previously issued and the shares of common stock
issuable upon exercise of the warrants to permit the resale of these shares of common stock by the
holders of the warrants from time to time after the date of this prospectus. We will not receive
any of the proceeds from the sale by the selling stockholders of the shares of common stock. We
will bear all fees and expenses incident to our obligation to register the shares of common stock.



The selling stockholders may sell all or a portion of the shares of common stock beneficially
owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of common stock are sold through underwriters or
broker-dealers, the selling stockholders will be responsible for underwriting discounts or
commissions or agent’s commissions. The shares of common stock may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,




	 	•	 	on any national securities exchange or quotation service on which the securities may
be listed or quoted at the time of sale;






	 	•	 	in the over-the-counter market;






	 	•	 	in transactions otherwise than on these exchanges or systems or in the
over-the-counter market;






	 	•	 	through the writing of options, whether such options are listed on an options
exchange or otherwise;






	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;






	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;






	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;






	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange;






	 	•	 	privately negotiated transactions;






	 	•	 	short sales;






	 	•	 	sales pursuant to Rule 144;






	 	•	 	broker-dealers may agree with the selling securityholders to sell a specified number
of such shares at a stipulated price per share;






	 	•	 	a combination of any such methods of sale; and






	 	•	 	any other method permitted pursuant to applicable law.





If the selling stockholders effect such transactions by selling shares of common stock to or
through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may
receive commissions in the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of the shares of common stock for whom they may act as
agent or to whom they may sell as principal (which discounts, concessions or commissions as to
particular underwriters, broker-dealers or agents may be in excess of those customary in the types
of transactions involved). In connection with sales of the shares of common stock or otherwise,
the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the shares of common stock in the course of hedging in positions they
assume. The selling stockholders may also sell shares of common stock short and deliver shares of
common stock covered by this prospectus to close out short positions and to return borrowed shares
in connection with such short sales. The selling stockholders may also loan or pledge shares of
common stock to broker-dealers that in turn may sell such shares.



The selling stockholders may pledge or grant a security interest in some or all of the
warrants or shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if
necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may
transfer and donate the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.



The selling stockholders and any broker-dealer participating in the distribution of the shares
of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and
any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be
deemed to be underwriting commissions or discounts under the Securities Act. At the time a
particular offering of the shares of common stock is made, a prospectus supplement, if required,
will be distributed which will set forth the aggregate amount of shares of common stock being
offered and the terms of the offering, including the name or names of any broker-dealers or agents,
any discounts, commissions and other terms constituting compensation from the selling stockholders
and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.



Under the securities laws of some states, the shares of common stock may be sold in such
states only through registered or licensed brokers or dealers. In addition, in some states the
shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied
with.



There can be no assurance that any selling stockholder will sell any or all of the shares of
common stock registered pursuant to the registration statement, of which this prospectus forms a
part.



The selling stockholders and any other person participating in such distribution will be
subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the shares of common stock by the selling
stockholders and any other participating person. Regulation M may also restrict the ability of any
person engaged in the distribution of the shares of common stock to engage in market-making
activities with respect to the shares of common stock. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person or entity to engage in
market-making activities with respect to the shares of common stock.



We will pay all expenses of the registration of the shares of common stock pursuant to the
registration rights agreement, estimated to be $[     ] in total, including, without limitation,
Securities and Exchange Commission filing fees and expenses of compliance with state securities or
“blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts
and selling commissions, if any. We will indemnify the selling stockholders against liabilities,
including some liabilities under the Securities Act, in accordance with the registration rights
agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by
the selling stockholders against civil liabilities, including liabilities under the Securities Act,
that may arise from any written information furnished to us by the selling stockholder specifically
for use in this prospectus, in accordance with the related registration rights agreement, or we may
be entitled to contribution.



Once sold under the registration statement, of which this prospectus forms a part, the shares
of common stock will be freely tradable in the hands of persons other than our affiliates.




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