REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.1

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 20, 2006, between CODE, HENNESSY & SIMMONS II, L.P., a Delaware limited partnership (“Code”), and HOUSTON WIRE & CABLE COMPANY, a Delaware corporation (the “Company”).

WHEREAS, Code is the owner of 12,700,821 shares of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), and the Company, Code and certain other selling stockholders have determined to offer to the public up to 9,775,000 shares of the Common Stock, in a primary and secondary offering (the “Public Offering”).

WHEREAS, Code and the Company are parties to an Investors Securities Agreement with certain investors and Executive Securities Agreements with certain employees and former employees of the Company, pursuant to which such investors and certain of such employees and former employees (collectively, the “Pre-IPO Stockholders”) have certain piggyback registration rights applicable to the shares of Common Stock owned by them.

WHEREAS, the parties hereto desire to enter into this Agreement, which sets forth the terms of certain registration rights applicable to the Registrable Securities (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

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

(a)           “Affiliate” means, with respect to any person, any other person who, directly or indirectly, is in control of, is controlled by or is under common control with the former person.

(b)           “Holder” means Code and any “transferee” (as such term is defined in Section 11) which is the beneficial owner of Registrable Securities.

(c)           “Offered Registrable Securities” means, with respect to any registration pursuant to Section 2 or 3, the Registrable Securities proposed to be disposed of by any Holder in the offering that is the subject of such registration.

(d)           “Registrable Securities” means the Common Stock as presently constituted, any stock or other securities into which or for which such Common Stock may hereafter be changed, converted or exchanged, and any other securities issued to holders of such Common Stock (or shares into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, merger, consolidation or similar transaction or event, provided that such securities shall cease to be Registrable Securities (i) if a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed

of in accordance with the plan of distribution set forth in such registration statement, (ii) such securities shall have been distributed pursuant to Rule 144, or (iii) subsequent to the seventh anniversary of the closing of the Public Offering (subject to the specific extensions specified herein).

(e)           “Registration Expenses” means the following reasonable expenses in connection with any registration of securities pursuant to this Agreement: (i) SEC filing fees; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Registrable Securities under the Securities Act; (iii) all expenses in connection with the preparation, printing and filing of the registration statement, all preliminary and final prospectuses and all amendments and supplements thereto, the mailing and delivering of copies thereof to any Holders, underwriters and dealers and all expenses incidental to delivery of the Offered Registrable Securities; (iv) the cost of producing blue sky or legal investment memoranda; (v) all expenses in connection with the qualification of the Offered Registrable Securities for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters or Holders in connection with such qualification and any blue sky and legal investment memoranda; (vi) any fees payable to the National Association of Securities Dealers, Inc. in connection with its review of the terms of the sale of the Offered Registrable Securities; (vii) transfer agents’, depositaries’ and registrars’ fees and the fees of any other agent appointed in connection with such registration; (viii) all security engraving and security printing expenses; (ix) all fees and expenses payable in connection with the listing of the Registrable Securities on each securities exchange or quotation system on which the Common Stock is then listed; and (x) any one time payment for directors and officers insurance directly related to such offering, provided the insurer provides a separate statement for such payment.

(f)            “Rule 144” means Rule 144 promulgated under the Securities Act, or any successor rule to similar effect.

(g)           “SEC” means the United States Securities and Exchange Commission.

(h)           “Securities Act” means the Securities Act of 1933, as amended, or any successor statute.

2.             Demand Registration.

(a)           At any time and from time to time prior to the seventh anniversary of the closing of the Public Offering, upon written notice from a Holder in the manner set forth in Section 12(h) requesting that the Company effect the registration under the Securities Act of any or all of such Holder’s Registrable Securities, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall use its best efforts to effect, in the manner set forth in Section 5, the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request, provided that:

(i)            if (A) prior to receipt of a request for registration pursuant to this Section 2(a), the Company was planning an immediate offering of

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securities by the Company and (B) within five business days after receipt of such request, the managing underwriter of such planned offering advises the Company in writing (with a copy to the Holder requesting registration) that, in such firm’s good faith opinion, a registration at the time and on the terms requested would materially and adversely affect the previously planned offering, then the Company shall not be required to effect a registration pursuant to this Section 2(a) until the earliest of (1) the abandonment of such planned offering, (2) 90 days after the completion of such offering, (3) the termination of any “hold back” period obtained by the underwriter(s) of such offering from any person in connection therewith or (4) 180 days after receipt by the Holder requesting registration of the managing underwriter’s written opinion referred to above in this subsection (i);

(ii)           if, while a registration request is pending pursuant to this Section 2(a), the Company determines in good faith that (A) the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (B) the Company then is unable to comply with SEC requirements applicable to the requested registration, the Company may delay effecting a registration pursuant to this Section 2(a) until the earlier of (1) the date upon which such material information is otherwise disclosed to the public or ceases to be material, or the Company is able to comply with applicable SEC requirements, as the case may be, and (2) 45 days after the Company makes such good faith determination, provided that the Company shall not be permitted to delay a requested registration in reliance on this clause (ii) more than once in any 24-month period; and

(iii)          the Company shall not be obligated to file a registration statement relating to a registration requested pursuant to this Section 2(a): (A) within six months after the effective date of any other registration statement filed in response to a request pursuant to this Section 2(a); (B) if such registration request is for a number of Registrable Securities representing less than 7.5% of the then issued and outstanding common equity of the Company (unless the Holders making the demand own at least 5% of the issued and outstanding common equity of the Company and the demand is for all their Registrable Securities) or (C) if the aggregate number of Registrable Securities owned by all Holders represents less than 5% of the issued and outstanding common equity of the Company.

(b)           Notwithstanding any other provision of this Agreement to the contrary:

(i)            a registration requested by a Holder pursuant to Section 2(a) shall not be deemed to have been effected (and, therefore, not requested) (A) unless the registration statement filed in connection therewith has become effective, (B) if, after such registration statement has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, 90% or

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more of the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth therein or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied (other than by reason of an act or omission by such Holder) or waived by the underwriters;

(ii)           a registration requested by a Holder pursuant to Section 2(a) and later withdrawn at the request of such Holder, whether prior to or after the effectiveness of the related registration statement, shall be deemed to have been effected (and, therefore, requested), provided that, where a request is withdrawn prior to the filing of a registration statement with the SEC, such Holder can require the Company to disregard for purposes of Section 2(a)(iii) one such requested registration in any six month period; and

(iii)          nothing herein shall modify the obligation of a Holder (other than Code) to pay the Registration Expenses incurred in connection with any withdrawn registration.

(c)           In the event that any registration requested pursuant to Section 2(a) shall involve, in whole or in part, an underwritten offering, the requesting Holder shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter, and the Company shall have the right to designate one underwriter reasonably satisfactory to the Holder as a co-manager of such underwritten offering.

(d)           The Company shall have the right to include additional securities offered for the account of any person (including the Company) in any registration of Registrable Securities requested by a Holder pursuant to Section 2(a); provided that the Company shall not have the right to include such additional securities to the extent the managing underwriter of the offering advises such Holder in writing (with a copy to the Company) that, in such firm’s good faith opinion, registration of such additional securities would materially and adversely affect the offering and sale of the Offered Registrable Securities then contemplated by such Holder, except that Code shall be required to include Registrable Securities owned by the Pre-IPO Stockholders to the extent required by the Investors Securities Agreement and Executive Securities Agreements, in each case as in effect on the date hereof.

3.             Piggyback Registration.  At any time prior to the seventh anniversary of the closing of the Public Offering, if the Company proposes to register any shares of Common Stock or any other of its common equity securities (collectively, “Other Securities”) under the Securities Act (other than a registration on Form S-4 or Form S-8 or any successor form thereto), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, it will give prompt written notice to each Holder of its intention to do so at least ten business days prior to the anticipated filing date of the registration statement relating to such registration.  Such notice shall offer each Holder the opportunity to include in such registration statement such number of Registrable Securities as such Holder may request.  Upon the written request of any Holder made within five business days after the receipt of the Company’s notice (which request shall specify

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the number of Registrable Securities proposed to be disposed of and the intended method of disposition), the Company shall effect, in connection with the registration of the Other Securities and in the manner set forth in Section 5, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, to the extent required to permit the disposition of such Registrable Securities in accordance with the intended method of disposition, provided that:

(a)           if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the related registration statement, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, so notify the Holder in writing, whereupon (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registration, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in such registration for the same period as the delay in registering such Other Securities.

(b)           (i) if the registration referred to in the first sentence of this Section 3 is to be an underwritten primary registration on behalf of the Company, and the managing underwriter advises the Company in writing that, in the good faith opinion of such managing underwriter, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included, the Company shall include in such registration: (A) first, all securities the Company proposes to sell for its own account (“Company Securities”), (B) second, up to the full number of Registrable Securities held by Code and the Pre-IPO Stockholders (“Code/Management Securities”) in excess of the number or dollar amount of securities the Company proposes to sell that, in the good faith opinion of such managing underwriter, can be sold without materially and adversely affecting such offering (and, if less than the full number of Code/Management Securities, allocated among Code and the Pre-IPO Stockholders in accordance with the terms of the Investors Securities Agreement and Executive Securities Agreements, in each case as in effect on the date hereof), (C) third, up to the full number of Registrable Securities (other than Code/Management Securities) in excess of the number or dollar amount of Company Securities and Code/Management Securities that, in the good faith opinion of such managing underwriter, can be sold without materially and adversely affecting such offering (and, if less than the full number of such Registrable Securities, allocated pro rata among the Holders of such Registrable Securities (other than Code/Management Securities) on the basis of the number of securities requested to be included therein by each such Holder) and (D) fourth, an amount of other securities, if any, requested to be included therein in excess of the number or dollar amount of Company Securities, Code/Management Securities and other Registrable Securities that, in the good faith opinion of such managing underwriter, can be sold without materially and adversely affecting such offering (allocated among the holders of such other securities in such proportions as such holders and the Company may agree); and (ii) if the registration referred to in the first sentence of this Section 3 is to be an underwritten secondary registration on behalf of holders of securities of the Company other than Registrable Securities (the “Other Holders”), and the managing underwriter advises the Company in writing that, the good faith opinion of such managing underwriter, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included, the Company shall include in such registration the amount of securities (including Registrable

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Securities) that such managing underwriter advises, allocated pro rata among the Other Holders and the Holders on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Other Holder and each Holder, subject to the rights of the Pre-IPO Stockholders under the Investors Securities Agreement and Executive Securities Agreements, in each case as in effect on the date hereof;

(c)           the Company shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the registration of any of its securities in connection with any merger, acquisition, exchange offer, subscription offer, dividend reinvestment plan or stock option or other executive or employee benefit or compensation plan; and

(d)           no registration of Registrable Securities effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Registrable Securities pursuant to Section 2.

4.             Expenses.  The Company shall pay all Registration Expenses, including the fees, disbursements and expenses of Code’s counsel, with respect to any offering by Code pursuant to Section 2.  Each Holder (other than Code), by accepting Registrable Securities, agrees to pay all Registration Expenses with respect to an offering pursuant to Section 2, pro rata based on the number of Registrable Securities included in such offering by each Holder (excluding Code), except to the extent the Company causes shares to be registered for itself or another party pursuant to Section 2(d), in which event the Company or such other party shall pay the incremental expenses of including such shares in the offering.  The Company agrees to pay all Registration Expenses with respect to an offering pursuant to Section 3, except for the incremental expenses of including Registrable Securities of a Holder (other than Code) in such offering, which incremental expenses shall be paid by such Holder.  All Registration Expenses to be paid by a Holder shall be paid within 30 days of the delivery of a statement from the Company, such statements to be delivered not more frequently than once every 60 days.  In an underwritten offering, each party (including Code) shall be responsible for underwriting discounts and commissions payable with respect to the securities sold by such party.

5.             Registration and Qualification.  If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3, the Company shall:

(a)           prepare and file a registration statement under the Securities Act relating to the Offered Registrable Securities as soon as practicable, but in no event later than 45 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective within 90 days after the date notice is given (120 days if the applicable registration form is other than Form S-3);

(b)           prepare and file with the SEC such amendments to the registration statement, such preliminary and final prospectuses and such amendments and supplements thereto as may be necessary to keep such registration statement effective for 60 days (or, in the case of an underwritten offering, such shorter time period as the underwriters may require);

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(c)           furnish to the Holders and to any underwriter of such Offered Registrable Securities such number of conformed copies of such registration statement and of each amendment thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any supplements thereto, and such other documents as the Holders or such underwriter may reasonably request in order to facilitate the public sale of the Offered Registrable Securities, and a copy of any and all transmittal letters or other correspondence to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;

(d)           use its best efforts to register or qualify all Offered Registrable Securities under the securities or blue sky laws of such jurisdictions as the Holders or any underwriter of such Offered Registrable Securities shall request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders or any such underwriter to consummate the disposition in such jurisdictions of the Offered Registrable Securities; provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, to subject itself to taxation in any jurisdiction where it is not so subject, or to consent to general service of process in any jurisdiction;

(e)           (i) use its best efforts to furnish an opinion of counsel for the Company addressed to the underwriters and dated the date of the closing under the underwriting agreement (if any), and (ii) use its best efforts to furnish a “comfort” letter addressed to the underwriters, and signed by the independent public accountants who have audited the Company’s financial statements included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities;

(f)            immediately notify each Holder of Offered Registrable Securities (each a “Selling Holder”) in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2 or 3 is required to be delivered under the Securities Act of the happening of any event, as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case (i) or (ii) at the request of the Selling Holders, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Offered Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;

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(g)           use its best efforts to list all Offered Registrable Securities on each securities exchange and quotation system on which the Common Stock is then listed; and

(h)           furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

6.             Conversion of Other Securities, etc.  If Code offers any options, rights, warrants or other securities issued by it or any other person that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities underlying such options, rights, warrants or other securities shall be eligible for registration pursuant to Section 2 and Section 3.

7.             Underwriting; Due Diligence.

(a)           If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement with such underwriters that contains such representations and warranties by the Company, and such other terms and provisions, as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 and agreements to provide opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 5(e).  The Selling Holders shall be parties to any such underwriting agreement.  Such underwriting agreement shall also contain such representations and warranties by the Selling Holders as are customarily contained in underwriting agreements with respect to secondary distributions.  The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Offered Registrable Securities included therein.

(b)           In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Offered Registrable Securities included in such registration to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration.  If requested by the underwriters for such underwritten offering, the Selling Holders shall enter into an underwriting agreement with such underwriters that contains such representations and warranties by the Selling Holders, and such other terms and provisions, as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8.  Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold as are customarily contained in underwriting agreements with respect to secondary distributions.

(c)           In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records, and such

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opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified the Company’s financial statements, as shall be necessary, in the opinion of such Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

8.             Indemnification and Contribution.

(a)           In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company agrees to indemnify and hold harmless each Holder, its officers and directors, each underwriter of Registrable Securities so offered and each person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, from and against any and all claims, liabilities, losses, damages, expenses and judgments, joint or several, to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any reasonable legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions shall arise out of, or shall be based upon, any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or in any preliminary or final prospectus included therein) or any amendment thereof or supplement thereto, or in any document incorporated by reference therein, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be liable to a particular Holder in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement, or any omission, if such statement or omission shall have been made in reliance upon and in conformity with information relating to such Holder furnished to the Company in writing by or on behalf of such Holder specifically for use in the preparation of the registration statement (or in any preliminary or final prospectus included therein) or any amendment thereof or supplement thereto.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Holder and shall survive the transfer of such securities.  The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to each Holder, its officers and directors, underwriters of the Registrable Securities or any controlling person of the foregoing; provided further, that, as to any underwriter or any person controlling any underwriter, this indemnity does not apply to any loss, liability, claim, damage or expense arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus if a copy of a prospectus was not sent or given by or on behalf of an underwriter to such person asserting such loss, claim, damage, liability or action at or prior to the written confirmation of the sale of the Registrable Securities as required by the Securities Act and such untrue statement or omission had been corrected in such prospectus.

(b)           In the case of each offering made pursuant to this Agreement, each Holder of Registrable Securities included in such offering, by exercising its registration rights hereunder, agrees to indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls any of the foregoing within the meaning of the Securities Act (and if requested by the underwriters, each underwriter who participates in the offering and each person, if any, who controls any such underwriter within the meaning of the Securities Act), from and against any and all claims, liabilities, losses, damages, expenses and judgments, joint or several,

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to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, claims, damages, liabilities or actions shall arise out of, or shall be based upon, any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or in any preliminary or final prospectus included therein) or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating to such Holder furnished in writing to the Company by or on behalf of such Holder specifically for use in the preparation of such registration statement (or in any preliminary or final prospectus included therein).  The foregoing indemnity is in addition to any liability which such Holder may otherwise have to the Company, or any of its directors, officers or controlling persons; provided, however, that, as to any underwriter or any person controlling any underwriter, this indemnity does not apply to any loss, liability, claim, damage or expense arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus if a copy of a prospectus was not sent or given by or on behalf of an underwriter to such person asserting such loss, claim, damage, liability or action at or prior to the written confirmation of the sale of the Registrable Securities as required by the Securities Act and such untrue statement or omission had been corrected in such prospectus.

(c)           Each party indemnified under paragraph (a) or (b) of this Section 8 shall, promptly after receipt of notice of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the claim or the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party.  If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof, other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them, if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) that a conflict may exist

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between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party.  An indemnified party will not enter into any settlement agreement that is not approved by the indemnifying party, such approval not to be unreasonably withheld.  The indemnifying party may not agree to any settlement of any such claim or action that provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld.  In any action hereunder as to which the indemnifying party has assumed the defense with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof.  In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action.

If the indemnification provided for in this Section 8 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability referred to herein, or any action in respect thereof, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.  The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party’s stock ownership in the Company.  In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability.  For purposes of this paragraph, the amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. 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.

9.             Rule 144.  Following the closing of the Public Offering, the Company shall take such measures and file such information, documents and reports as shall be required by the SEC as a condition to the availability of Rule 144 (or any successor provision.)

10.           Holdback.

(a)           Each Holder agrees by acquisition of Registrable Securities, if so required by the managing underwriter, not to sell, make any short sale of, loan, grant any option for the

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purchase of, effect any public sale or distribution of or otherwise dispose of any securities of the Company during the 30 days prior to and the 90 days after the effective date of any underwritten registration pursuant to Section 2 or 3 (or such shorter period as may be required by the underwriter), except as part of such underwritten registration or pursuant to a private sale.  The Company may place a legend and impose stop transfer instructions on any certificate evidencing Registrable Securities relating to the restrictions provided for in this Section 10.

(b)           The Company agrees, if so required by the managing underwriter, not to sell, make any short sale of, loan, grant any option for the purchase of (other than pursuant to employee benefit plans), effect any public sale or distribution of or otherwise dispose of its equity securities or securities convertible into or exchangeable or exercisable for any such securities during the 30 days prior to and the 90 days after the effective date of any underwritten registration pursuant to Section 2 or 3, except as part of such underwritten registration and except pursuant to registrations on Form S-4, Form S-8 or any successor or similar forms thereto.

11.           Transfer of Registration Rights.

(a)           On not less than 15 days prior written notice to the Company, Code may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securities representing (i) at least 20% of the number of Registrable Securities held by Code as of the date of this Agreement and (ii) if Code than owns less than 20% of its initial holdings, all of Code’s remaining Registrable Securities (each, a “transferee”).  The notice to the Company need not contain the names of the proposed transferee.  On or before the later of the transfer of the registration rights and the transfer of the underlying Registrable Securities, the Company shall receive a written notice stating (to the extent not included in the notice of transfer of registration rights) the name and address of any transferee of the registration rights and identifying the number of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred.  Following any such transfer, the term “Code,” as used in this Agreement (other than in this Section 11, Section 3(b)(i)(2), Section 4 and Section 1(c)(iii)), shall be deemed to include the transferee of such Registrable Securities, where appropriate to assign the rights and obligations of Code hereunder.  Code and such transferees may exercise the registration rights hereunder in such proportion and upon the demand of such Holders as they shall agree among themselves, provided that in no event shall the Company be required to effect more than one registration pursuant to Section 2 in any six-month period, regardless of the number of Holders making a request.

(b)           After any such transfer, Code shall retain its rights under this Agreement with respect to all Registrable Securities retained by Code.

(c)           Upon the request of Code, the Company shall execute a Registration Rights Agreement substantially similar to this Agreement with each transferee or proposed transferee, and any demand registrations granted to such transferee shall limit the demand registrations to which Code is entitled under Section 2(a).

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12.           Miscellaneous.

(a)           Injunctions.  Each party acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached.  Therefore, each party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which such party may be entitled at law or in equity.

(b)           Severability.  If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and each of the parties shall use its best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision.

(c)           Further Assurances.  Subject to the specific terms of this Agreement, each of the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

(d)           Waivers, etc.  No failure or delay on the part of either party (or the intended third-party beneficiaries referred to herein) in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  No modification or waiver of any provision of this Agreement nor consent to any departure therefrom shall in any event be effective unless the same shall be in writing and signed by an authorized officer of each of the parties, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(e)           Entire Agreement.  This Agreement contains the final and complete understanding of the parties with respect to its subject matter.  This Agreement supersedes all prior agreements and understandings between the parties, whether written or oral, with respect to the subject matter hereof.  The paragraph headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement.

(f)            Counterparts.  For the convenience of the parties, this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall be one and the same instrument.

(g)           Amendment.  This Agreement may be amended only by a written instrument duly executed by an authorized officer of each of the parties.

(h)           Notices.  Unless expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed

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to be duly given (i) when personally delivered, (ii) if mailed registered or certified mail, postage prepaid, return receipt requested , on the date the return receipt is executed or the letter refused by the addressee or its agent or (iii) if sent by overnight courier which delivers upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent:

(i)            Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

(j)            Assignment.  Except as provided herein, the parties may not assign their rights under this Agreement.  The Company may not delegate its obligations under this Agreement.

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IN WITNESS WHEREOF, Code and the Company have caused this Agreement to be duly executed by their authorized representative as of the date first above written.

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