REGISTRATION RIGHTS AGREEMENT By and among IMPERIAL CAPITAL GROUP, INC. and IMPERIAL CAPITAL GROUP HOLDINGS, LLC and ICGI HOLDINGS, LLC Dated as of [—], 2010Registration Rights Agreement • January 11th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [—], 2010, by and among Imperial Capital Group, Inc., a Delaware corporation (the “Company”), Imperial Capital Group Holdings, LLC, a Delaware limited liability company (“ICGH LLC”), and ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings,” and together with ICGH LLC, the “Covered Persons”).
IMPERIAL CAPITAL GROUP, INC. (a Delaware corporation) [—] Shares of Class A Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENTPurchase Agreement • January 11th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • New York
Imperial Capital Group, Inc., a Delaware corporation (the “Company”), Imperial Capital Group, LLC, a Delaware limited liability company (“ICG LLC”), and the persons listed in Schedule B hereto (the “Historic Partners”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, JMP Securities LLC and Imperial Capital, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acti
