Registration Rights Agreement



 Exhibit 10.8 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
                             , 2004, by and among First NLC Financial Services, Inc., a
Delaware corporation (the “Company”), Sun Mortgage Partners, L.P., a Delaware limited partnership (“Sun”), Neal S. Henschel (“Neal Henschel”) and Jeffrey M. Henschel (“Jeff
Henschel” and together with Neal Henschel, the “Henschels”). Otherwise undefined capitalized terms used herein are defined in Section 9 hereof. 
  
 WHEREAS, Sun and the Henschels are parties to that certain Operating Agreement dated as of November 11, 1999 (the
“Operating Agreement”), by and among Sun, the Henschels, and NLC Financial Services, LLC (“NLC LLC”); 
  
 WHEREAS, the Operating Agreement provides Sun and the Henschels with certain registration rights; 
  
 WHEREAS, substantially concurrently with the date of this Agreement,
NLC LLC is being merged (the “Merger”) with and into the Company with the Company continuing as the surviving corporation following the merger and with Sun and the Henschels continuing as the equityholders of the Company; and 

 
 WHEREAS, Sun, the Henschels, NLC LLC and the Company as the
surviving corporation following such merger wish to provide for the continuation of the registration rights of Sun and the Henschels in respect of their equity holdings in the Company following such merger, all on the terms and subject to the
conditions set forth in this Agreement; 
  
 NOW, THEREFORE,
in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 
  
 1. Demand Registrations. 
  
 (a) Requests for Registration. All registrations requested pursuant
to this Section 1(a) are referred to herein as “Demand Registrations.” The holders of at least a majority of the Sun Registrable Securities may at any time request registration under the Securities Act of all or any portion
of such Sun Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-2 or S-3 or any similar short-form registration statement (“Short-Form
Registrations”). Neal Henschel and/or Jeff Henschel may at any time request a Long-Form Registration of all or any portion of the Henschel Registrable Securities or, if available, a Short Form Registration of such Henschel Registrable
Securities; provided, however, that neither Neal Henschel nor Jeff Henschel may request (i) his or their first Demand Registration hereunder before the first anniversary of the date of consummation of the Company’s Initial Public
Offering, or (ii) his or their second Demand Registration before the first anniversary of the date of consummation of the sale of any Henschel Registrable Securities included in his or their first Demand Registration hereunder. Each request for a
Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within 10 days after receipt of any such request, the Company shall give
written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below, will include in such registration, in addition to the Sun Registrable Securities or the Henschel Registrable
Securities, as the case may be, that are requested to be registered pursuant hereto, all Sun Registrable Securities or Henschel Registrable 







 Securities, as applicable, with respect to which the Company has received written requests for inclusion therein within
15 days after the receipt of the Company’s notice. 
  
 (b)
Long-Form Registrations. Sun and the Henschels shall be entitled to request unlimited Long-Form Registrations in which the Company will pay all Registration Expenses (as defined below in Section 5). All Long-Form Registrations shall be
underwritten registrations. 
  
 (c) Short-Form
Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), Sun and the Henschels shall be entitled to request an unlimited number of Short-Form Registrations in which the Company will pay all Registration
Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall
use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the Company. 
  
 (d) Demand Rights of Transferees. Notwithstanding the other provisions
hereof, (i) the holders of any Sun Registrable Securities as a result of transfers from Sun shall be entitled to request three Demand Registrations in the aggregate, and (ii) the holders of any Henschel Registrable Securities as a result of
transfers from Neal and/or Jeff Henschel shall not be entitled to request any Demand Registrations. 
  
 (e) Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities
without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in
their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without
adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration (whether pursuant to this Section 1 or pursuant
to Section 2; provided, however, that if any Henschel Registrable Securities are requested to be included in such registration pursuant to Section 2 at a time when no Demand Registration in respect of such Henschel
Registrable Securities could be initiated as a result of Section 1(a)(i) or (ii), then such Henschel Registrable Securities shall be deemed for purposes of such registration to be subject to clause (ii) of this Section 1(e) rather than
included within this clause (i)) which in the opinion of such underwriters can be sold without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder
and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder. 
  
 (f) Other Restrictions on Demand Registrations. The Company will not
be obligated to effect any Demand Registration within six months after the effective date of a previous Long-Form Registration with respect to the Company. The Company may postpone, for up to six months (from the date of the request), the filing or
the effectiveness of a registration statement for a Demand Registration if (i) the Company’s board of directors believes, in good faith, that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or
plan by the Company or any Subsidiary thereof to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, or similar transaction or (ii) the
Company is in possession of material non-public information concerning it or its business and affairs and the Company’s board of directors determines in good faith that the prompt public disclosure of such 
  

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 information in a registration statement would reasonably be expected to have an adverse effect on the Company;
provided, however, that in any such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall
be treated as if it had never been made in the first instance, and the Company will pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

  
 (g) Selection of Underwriters. The holders of a
majority of the Registrable Securities initially requesting registration hereunder will have the right to select the investment banker(s) and manager(s) to administer the offering under such Demand Registration, subject to the Company’s
approval, which will not be unreasonably withheld. 
  
 (h)
Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Persons the right to request that the Company register any equity securities of the Company, or any securities convertible into or exchangeable
or exercisable for any such securities, without the prior written consent of the holders of at least a majority of the Registrable Securities. 
  
 2. Piggyback Registrations. 
  
 (a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a
Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not
for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such
registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company’s notice. 
  
 (b) Piggyback Expenses. In all Piggyback Registrations, the
Registration Expenses of the holders of Registrable Securities will be paid by the Company. 
  
 (c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to
each party hereto requesting registration of Registrable Securities) that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the
marketability, proposed offering price, timing, distribution method or probability of success of the offering, then the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be
included in such registration pro rata among the holders of such securities on the basis of the number of such other securities owned by each such holder. 
  
 (d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on
behalf of holders of the Company’s securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than in this Section 2(d)), and the managing
underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the
offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in 
  

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 such registration, pro rata among the holders of such Registrable Securities on the basis of the number of
Registrable Securities owned by each such requesting holder and (iii) third, other securities requested to be included in such registration pro rata among the holders of such other securities on the basis of the number of such securities
owned by each such holder. 
  
 (e) Selection of
Underwriters. If any Piggyback Registration is an underwritten offering, the selection of the investment banker(s) and manager(s) for the offering shall be made by the Company in its sole discretion. 
  
 (f) Withdrawal by Company. If, at any time after giving notice of its
intention to register any of its securities as set forth in Section 2(a) and before the effective date of such registration statement filed in connection with such registration, the Company shall determine, for any reason, not to register
such securities, the Company may, at its sole discretion, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with
such registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein). 
  
 (g) Other Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section
1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible
into or exchangeable or exercisable for its equity securities under the Securities Act (except on Form S-4 or S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at
least six months has elapsed from the effective date of such previous registration. 
  
 3. Holdback Agreements. 
  
 (a) Each
holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities, options, or rights convertible into or exchangeable or exercisable
for such securities, during the seven days before and the 180-day period beginning on the effective date of any underwritten public offering of the Company’s equity securities (including Demand and Piggyback Registrations) (except as part of
such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. 
  
 (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days before and during the 180-day period beginning on the effective date of any underwritten public offering of the Company’s equity securities (including Demand and Piggyback Registrations)
(except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to cause each holder of its Common
Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased or otherwise acquired from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during any such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered
public offering otherwise agree. 
  
 4. Registration
Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts 
  

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 to effect the registration and the sale of such Registrable Securities in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company will as expeditiously as possible: 
  
 (a) prepare and (within 60 days after the end of the period within which requests for registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to
such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective (provided, that, before filing a registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to review of such
counsel); 
  
 (b) prepare and file with the Securities and
Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than six months
(subject to extension pursuant to Section 7(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in
connection with sales of Registrable Securities by an underwriter or dealer, or (ii) such shorter period as will terminate when all of the securities covered by such registration statement during such period have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but, in any event, not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or
sellers thereof set forth in such registration statement; 
  
 (c)
furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such
other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; 
  
 (d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any
seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller
(provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such
jurisdiction, or (iii) consent to general service of process in any such jurisdiction); 
  
 (e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening
of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances
under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

  

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 (f) use its best efforts to cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange or the National Association of Securities Dealers (“NASD”) automated quotation system and, if
listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a “national market system security” of The Nasdaq Stock Market within
the meaning of Rule 11Aa2-1 under the Securities Exchange Act, or, failing that, to secure The Nasdaq Stock Market’s authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least
two market makers to register as such with respect to such Registrable Securities with the NASD; 
  
 (g) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such
registration statement; 
  
 (h) enter into such customary
agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Securities (including, without limitation, effecting a stock split, combination of shares, recapitalization, or reorganization); 
  
 (i) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be
necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives, and independent accountants to supply all such information reasonably requested by any
such seller, underwriter, attorney, accountant, or agent in connection with such registration statement; 
  
 (j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to
its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 
  
 (k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling
person of the Company to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its
counsel should be included; 
  
 (l) 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 suspending the qualification of any securities included in such registration statement for sale
in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order; 
  
 (m) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; 
  

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 (n) use its best efforts to obtain a cold comfort letter from the Company’s independent public
accountants in customary form and covering such matters of the type customarily covered by cold comfort letters, which letter shall be addressed to the underwriters, and the Company shall use its reasonable best efforts to cause such cold comfort
letter to also be addressed to the holders of such Registrable Securities; and 
  
 (o) use its best efforts to obtain an opinion from the Company’s outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to
the underwriters and the holders of such Registrable Securities. 
  
 If any such
registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if such holder, in its sole and exclusive judgment, is or might be deemed to be an underwriter or a controlling person
of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such
securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby, and that such holding does not imply that such holder shall assist in meeting any future financial
requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal or state statute then in force, the deletion of the reference to such holder;
provided, that, with respect to this clause (ii), such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company. The Company may require each
seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in
writing. 
  
 5. Registration Expenses. 
  
 (a) All expenses incident to the Company’s performance of or compliance
with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees
and disbursements of counsel for the Company, and all independent certified public accountants, underwriters (excluding discounts and commissions), and other Persons retained by the Company (all such expenses being herein called
“Registration Expenses”), will be borne as provided in this Agreement, except that the Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or, if none are so listed, on a securities exchange or the NASD automated quotation system. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable
to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. 
  
 (b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities
included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration. 
  
 (c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in
any registration hereunder will pay those Registration Expenses allocable to the registration of such holder’s securities so included, and any Registration Expenses not so allocable 
  

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 will be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of
each seller’s securities to be so registered. 
  
 6.
Indemnification. 
  
 (a) The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, each holder of Registrable Securities, its officers, directors, members, agents, and employees and each Person who controls such holder (within the meaning of the Securities Act)
against any and all losses, claims, damages, liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney’s fees), to which such indemnified party may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by, or result from (i) any untrue or alleged untrue
statement of material fact contained (A) in any registration statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or (B) in any application or other document or communication (in this Section 6
collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such
registration statement under the “blue sky” or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company
will reimburse such holder and each such director, officer, member, agent and employee for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding;
provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof), or expense arises out of, is based upon, is caused by, or
results from an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in
reliance upon, and in conformity with, written information prepared and furnished to the Company by such holder or other indemnified party expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with any underwritten offering, the Company will indemnify such underwriters, their
officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. 
  
 (b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the
full extent permitted by law, will indemnify and hold harmless the other holders of Registrable Securities and the Company, and their respective directors, officers, members, agents, and employees and each other Person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney’s fees), to which such indemnified party may become
subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by, or result from (i)
any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, or (ii) any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary
prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for 
  

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 use therein; provided, however, that the obligation to indemnify will be individual to each holder and will
be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement. 
  
 (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided, that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party), and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect
to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. 
  
 (d) The indemnifying party shall not, except with the approval of each
indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to
such claim or litigation without any payment or consideration provided by such indemnified party. 
  
 (e) If the indemnification provided for in this Section 6 is unavailable to, or is insufficient to hold harmless, an indemnified party under the
provisions above in respect to any losses, claims, damages, or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or
liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other
hand from the sale of Registrable Securities pursuant to the registered offering of securities as to which indemnity is sought, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration
statement on the other hand in connection with the statement or omissions which resulted in such losses, claims, damages, or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the
one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting
expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on
the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand shall be determined by reference to, among other things, whether the untrue or alleged omission to state a
material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. 
  
 (f) The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the sellers of Registrable
Securities were treated as one entity for such purpose) or by any other method of 
  

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 allocation which does not take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no seller of Registrable Securities shall be
required to contribute any amount in excess of the net proceeds received by such seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 
  
 (g) The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any
other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any
officer, director, employee or controlling Person of such indemnified party and will survive the transfer of securities. 
  
 7. Participation in Underwritten Registrations. 
  
 (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on
the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option
requested by the managing underwriter(s); provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any
registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements. 
  
 (b) Each Person that is participating in any registration hereunder agrees
that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration
statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in
Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 7 to and including
the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(e). 
  
 8. Current Public Information. At all times after the Company has filed
a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Company will file all reports required to be filed by it under the Securities Act and
the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent
required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation
hereafter adopted by the Securities and Exchange Commission. 
  

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 9. Definitions. 
  

“Common Stock” shall mean the Common Stock, $.001 par value per share, of the Company as constituted on the date hereof and any stock
into which any such common stock shall have been changed or any stock resulting from any reclassification of any such common stock. 
  
 “Initial Public Offering” shall mean the closing of the first sale of Common Stock pursuant to an effective registration statement filed
by the Company under the Securities Act in connection with a firm commitment underwritten offering of its Common Stock to the general public. 
  
 “Henschel Registrable Securities” means (i) all shares of Common Stock of the Company originally issued, directly or indirectly, to the
Henschels or either of them in connection with the Merger and (ii) all shares of Common Stock of the Company issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) above upon exercise, conversion, or
exchange or by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization. As to any particular Henschel Registrable Securities, such securities shall cease to
be Henschel Registrable Securities when they have been (a) distributed to the public pursuant to an offering registered under the Securities Act, (b) sold to the public through a broker, dealer, or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule then in force) or (c) repurchased by the Company or any Subsidiary thereof or purchased or otherwise acquired by Sun, and, if such Henschel Registrable Securities are purchased or otherwise acquired by Sun, then
such Henschel Registrable Securities shall be deemed Sun Registrable Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of Henschel Registrable Securities, and the Henschel Registrable Securities shall be deemed to
be in existence, whenever such Person has the right to acquire, directly or indirectly, such Henschel Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Henschel Registrable Securities hereunder.

  
 “Person” shall mean an individual, a
corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization or a government or any agency, instrumentality
or political subdivision thereof. 
  
 “Registrable
Securities” means, collectively, the Sun Registrable Securities and the Henschel Registrable Securities. 
  
 “Securities Act” shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations
promulgated thereunder, all as amended, modified or supplemented from time to time. 
  
 “Securities and Exchange Commission” includes any governmental body or agency succeeding to the functions thereof. 
  
 “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal
statute, and the rules and regulations promulgated thereunder, all as amended, modified or supplemented from time to time. 
  
 “Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation, limited liability company, partnership,
association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees
thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person 
  

 11 








 or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity, a
majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or a combination thereof. For purposes hereof, a Person or
Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership,
association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. 
  
 “Sun Registrable Securities” means (i) all shares of Common
Stock of the Company originally issued, directly or indirectly, to Sun in connection with the Merger and (ii) all shares of Common Stock of the Company issued or issuable, directly or indirectly, with respect to the securities referred to in clause
(i) above upon exercise, conversion, or exchange or by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization. As to any particular Sun Registrable
Securities, such securities shall cease to be Sun Registrable Securities when they have been (a) distributed to the public pursuant to an offering registered under the Securities Act, (b) sold to the public through a broker, dealer, or market maker
in compliance with Rule 144 under the Securities Act (or any similar rule then in force), or (c) repurchased by the Company or any Subsidiary thereof or purchased or otherwise acquired by any employee of the Company or the Henschels or either of
them, and, if such Sun Registrable Securities are purchased or otherwise acquired by the Henschels or either of them, then such Sun Registrable Securities shall be deemed Henschel Registrable Securities. For purposes of this Agreement, a Person
shall be deemed to be a holder of Sun Registrable Securities, and the Sun Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Sun Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be
entitled to exercise the rights of a holder of Sun Registrable Securities hereunder. 
  
 10. Miscellaneous. 
  
 (a) No
Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to the Company’s securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

  
 (b) Adjustments Affecting Registrable Securities. The
Company will not take any action, or permit any change to occur, with respect to the Company’s securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in
a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split, combination of shares, or other
recapitalization). 
  
 (c) Amendment and Waiver. Except as
otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective against the Company or the holders of Registrable Securities, unless such modification, amendment, or waiver is approved in writing
by the Company and the holders of at least a majority of the Registrable Securities; provided, that in the event that such amendment or waiver would materially and adversely affect a holder or group of holders of Registrable Securities
in a manner substantially different than any other holders of Registrable Securities, then such amendment or waiver will require the consent of such holder of Registrable Securities or a majority of the Registrable Securities held by such group of
holders materially and adversely affected. The failure of any party to enforce any of the provisions of this Agreement will in no 
  

 12 








 way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each
and every provision of this Agreement in accordance with its terms. 
  
 (d) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or
unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and
enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein. 
  
 (e) Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the
parties and supersedes and preempts any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 
  
 (f) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their respective heirs, executors, successors and assigns. In addition, and whether or not any express assignment shall have been made, except as otherwise provided herein, the
provisions of this Agreement which are for the benefit of the holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of, and enforceable by, any subsequent holder of any Registrable Securities (or of such portion
thereof). 
  
 (g) Counterparts. This Agreement may be
executed in separate counterparts each of which will be an original and all of which taken together shall constitute one and the same agreement. 
  
 (h) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement
specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor; provided, however, that the parties hereto hereby stipulate that the remedies at law
of any party hereto in the event of any default or threatened default by any other party hereto in the performance of or compliance with the terms hereof are not and will not be adequate and that, to the fullest extent permitted by law, such terms
may be specifically enforced (without posting a bond or other security) by a decree for the specific performance thereof, whether by an injunction against violation thereof or otherwise. 
  
 (i) Notices. All communications provided for herein shall be in writing and sent (a) by facsimile if the sender on
the same day sends a confirming copy of such communication by a recognized overnight delivery service (charges prepaid), (b) by a recognized overnight delivery service (charges prepaid), or (c) by messenger. The respective addresses of the parties
hereto for the purposes of this Agreement are set forth on Exhibit A attached hereto. Any party may change its address (or facsimile number) by notice to each of the other parties in accordance with this Section 10(i). Notice
shall be deemed given (and received) on the date of service or transmission if personally served or transmitted by telegram, or facsimile (with confirmation of successful transmission obtained); provided, that if such service or
transmission is not on a business day or is after normal business hours, then such notice shall be deemed given (and received) on the next business day. Notice otherwise sent as provided herein shall be deemed given (and received) on the next
business day following timely delivery of such notice to a recognized overnight delivery service. 
  
 (j) Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the domestic laws of
the State of Delaware without giving effect to any conflicts of laws or choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would compel the application of the substantive laws of any jurisdiction other
than the 
  

 13 








 State of Delaware. Each party hereto submits to the jurisdiction of any state or federal court sitting in the State of
Delaware, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that
might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in
Section 10(i) above. Nothing in this Section 10(j), however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other
manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS OR HIS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
  
 (k) No Strict Construction. The language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. 
  

(l) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday
in the state in which the Company’s chief executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday. 
  
 (m) Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this Agreement. 
  

 14 








 IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the day
and year first above written. 
  

			
	FIRST NLC FINANCIAL SERVICES, INC.
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 Title:
	 	 


  

					
	SUN MORTGAGE PARTNERS, L.P.
		
	By:	 	 Sun Mortgage Advisors, Inc., its general partner

			
	 	 	 By:
	 	 
	 	 	 	 	

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 



			
	 
	
	 
	

	Neal S. Henschel
	
	 
	

	Jeffrey M. Henschel


  
 [Signature
Page to Registration Rights Agreement] 







 Exhibit A 
  
 Addresses for Notices 
  

	(a)	If to the Company, to it at: 

  
 First NLC Financial Services, Inc. 
 700 W.
Hillsboro Boulevard, Building 1 
 Deerfield Beach, FL 33441 
 Attention: Jeffrey M. Henschel 
 Telecopy No.: 954.246.5051 
  
 with a copy to: 
  
 Morgan, Lewis & Bockius LLP 
 One Oxford Centre, Thirty-Second Floor 
 Pittsburgh, PA 15219 

			
	Attention:	 	David A. Gerson
	Telecopy No.:	 	412.560.7001

  

	(b)	If to Sun Mortgage Partners, L.P., to it at: 

  
 c/o Sun Mortgage Advisors, Inc. 
 5200 Town
Center Circle, Suite 470 
 Boca Raton, FL 33486 

			
	Attention:	 	Marc J. Leder
	 	 	Rodger R. Krouse
	 	 	C. Deryl Couch
	Telecopy No.:	 	561.394.0540

  

	(c)	If to the Henschels or either of them, at: 

  
 c/o First NLC Financial Services, Inc. 
 700
W. Hillsboro Boulevard, Building 1 
 Deerfield Beach, FL 33441 

			
	Attention:	 	Neal S. Henschel
	 	 	Jeffrey M. Henschel;
	Telecopy No.:	 	954.246.5051

  
 with a copy to:

  

					
	 	 	 	  	 
	
	 	 	 	 
	 	 	 	  	 
	
	 	 	 	 
	 	 	 	  	 
	
	 	 	 	 
	Attention:	 	 	  	 
	 	 	
	 	 
	Telecopy No.:	 	        -            -            	  	 

  

 A-1