REGISTRATION RIGHTS AGREEMENT

Exhibit 10.16

Execution Copy

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 25, 2004 by and among MxEnergy Inc., a Delaware corporation (the “Company”), Lathi LLC, a Delaware limited liability company (“Lathi”), Charter Mx LLC, a Delaware limited liability company (“Charter Mx”), Xxxxxxxxx Capital Partners, L.P., Delaware limited partnership, Xxxxxxxxx Capital Partners (Cayman), L.P., a Cayman Islands limited partnership, Xxxxxxxxx Capital Partners (Executives), L.P., a Delaware limited partnership, Greenhill Capital, L.P., a Delaware limited partnership (and together with Charter Mx, the “Series A Investors”), and Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx-Xxxxx and Xxxxxx X. Xxxxx, Xx. (each, an “Original Stockholder” and collectively, the “Original Stockholders”).

RECITALS:

A. Concurrently with the execution of this Agreement, the Series A Investors are acquiring from the Company shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Stock”), pursuant to the Series A Convertible Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”).

B. By entering into this Agreement, the Company wishes to provide a further inducement to the Series A Investors to purchase the Series A Stock pursuant to the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Definitions. For purposes of this Agreement:

(a) “Common Stock” means shares of common stock, par value $0.01 per share, of the Company.

(b) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(c) “Form S-1” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC used for the initial public offering of securities.

(d) “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(e) “Holder” means any Person owning or having the right to acquire Registrable Securities, or any assignee thereof in accordance with Section 11 hereof.

(f) “Initiating Holders” means the Holder(s) initiating a registration request under Sections 2(a) or 2(b) below.

(g) “Lathi Request” means a request from Lathi that the Company file a registration statement under the Securities Act covering the registration of fifty percent (50%) or more of the Registrable Securities owned by Lathi as of the date of such request, provided that the anticipated aggregate offering price, net of underwriting discounts and commissions, shall be for an amount not less than $10,000,000.

(h) “majority in interest of the Initiating Holders” means Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders.

(i) “Person” means any individual, partnership, limited liability company, joint venture, corporation, association, trust or any other entity or organization.

(j) “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(k) “Registrable Securities” means, collectively, (i) any Common Stock directly or indirectly issuable or issued upon conversion of the Series A Stock owned by the Series A Investors; (ii) the shares of Common Stock owned by the Series A Investors, Lathi or the Original Stockholders on the date hereof; (iii) any shares of Common Stock hereafter acquired by any Series A Investor, Lathi or any Original Stockholder; and (iv) any shares of Common Stock hereafter distributed to any Series A Investors, Lathi or any Original Stockholder by the Company as a stock dividend or otherwise; provided, however, that any such securities shall cease to be Registrable Securities when (a) such securities shall have been registered under the Securities Act, the 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 pursuant to such effective registration statement; (b) such securities shall have been otherwise transferred, if new certificates or other evidences of ownership for them not bearing a legend restricting further transfer and not subject to any stop transfer order or other restrictions on transfer shall have been delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or any state securities law then in force; or (c) such securities shall cease to be outstanding.

(l) “SEC” means the Securities and Exchange Commission.

(m) “Securities Act” means the Securities Act of 1933, as amended.

(n) “Series A Request” means a request from Series A Investors that the Company file a registration statement under the Securities Act covering the registration of fifty percent (50%) or more of the Registrable Securities owned by the Series A Investors as of the date of such request, provided that the anticipated aggregate offering price, net of underwriting discounts and commissions, shall be for an amount not less than $10,000,000.

(o) “Series A Stock” means the Series A Convertible Preferred Stock of the Company.

(p) “Violation” means any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed under or referred to in this Agreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law arising from, relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement.

2. Demand Registration.

(a) Lathi Request. If at any time after one hundred eighty (180) days after the effective date of the initial public offering of the Company’s securities, the Company shall receive a written Lathi Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(c) below, shall file (as expeditiously as practicable, and in any event within ninety (90) days of the receipt of such request) and use commercially reasonable efforts to effect, a registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 19 below.

(b) Series A Request. If at any time after one hundred eighty (180) days after the effective date of the initial public offering of the Company’s securities, the Company shall receive a written Series A Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(c) below, shall file (as expeditiously as practicable, and in any event within ninety (90) days of the receipt of such request) and use commercially reasonable efforts to effect, a registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 19 below.

(c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request pursuant to Section 2(a) or 2(b), as the case may be, by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a) or 2(b), as the case may be. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. A majority in interest of the Initiating Holders of Registrable Securities participating in the underwriting, subject to the consent of the Company, which consent shall not be unreasonably withheld, shall select the managing

underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(f)) enter into an underwriting agreement (and related custody agreements and powers of attorney) in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of such Initiating Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holder that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among the Initiating Holders requesting registration pursuant to Sections 2(a) or 2(b) as the case may be, until such Holders have included in the underwriting all shares requested by such holders to be included and allocated (if necessary) pro rata on the basis of the number of Registrable Securities that each Initiating Holder has requested to be included in such registration, (ii) second, among Holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such Holders, until such Holders have included in the underwriting all shares requested by such Holders to be included, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 2(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering.

(d) The Company shall not be obligated to effect: (i) in the case of a Lathi Request pursuant to Section 2(a), more than two (2) registrations and (ii) in the case of a Series A Request pursuant to Section 2(b), more than (x) one registration on Form S-1 and (y) two (2) registrations on Form S-3. In order to count as an “effected” registration statement, such registration statement shall not have been withdrawn and all shares registered pursuant to it (excluding any overallotment shares) shall have been sold.

(e) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve

(12) month period; provided further, that the Company shall have no obligation to effect any registration pursuant to Section 2(a) or 2(b) during the period starting with the sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement filed by the Company under the Securities Act, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration to become effective.

3. Piggyback Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Series A Investors or Lathi) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration relating solely to an transaction under Rule 145 of Securities Act on Form S-4 (or similar or successor form) or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) (each such registration not withdrawn or abandoned prior to the effective date thereof being herein called a “Piggyback Registration”), the Company shall, at such time, promptly give each Holder written notice of such registration not later than thirty (30) days prior to the anticipated filing date of such Piggyback Registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 19, the Company shall, subject to the provisions of Section 8, use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. The Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. Any selling Holder shall be permitted to withdraw all or any part of its Registrable Securities from any Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

4. Obligations of the Company. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, keep such registration statement effective for up to one hundred twenty (120) days or until the Holders have completed the distribution referred to in such registration statement, whichever occurs first (but in any event for at least any period required under the Securities Act); provided that before filing such registration statement or any amendments thereto, the Company will furnish to the Holders copies of all such documents proposed to be filed.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as Holders may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use commercially reasonable efforts to register and qualify the securities covered by such registration statement for offer and sale under such other securities or “blue sky” laws of such states or jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto (i) to qualify to do business in any state or jurisdiction where it would not otherwise be required to qualify but for the requirements of this clause (d), or (ii) to take any action which would subject it to general service of process or taxation.

(e) Use diligent efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the Company’s business or operations to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities.

(f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such registration shall also enter into and perform its obligations under such an agreement.

(g) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event of which it has knowledge 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 not misleading in the light of the circumstances then existing.

(h) Notify each Holder of Registrable Securities covered by such registration statement and such Holder’s underwriters, if any, and confirm such advice in writing: (i) when the registration statement has become effective, (ii) when any post-effective amendment to the registration statement becomes effective and (iii) of any request by the SEC for any amendment or supplement to the registration statement or prospectus or for additional information.

(i) Notify each Holder of Registrable Securities if at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing, or should issue, a stop order suspending the effectiveness of the Registration Statement. Upon the occurrence of any of the events mentioned in the preceding sentence, the Company will use commercially reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will advise each Holder of Registrable

Securities promptly of any order or communication of any public board or body addressed to the Company suspending or threatening to suspend the qualification of any Registrable Securities for sale in any jurisdiction.

(j) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, (i) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) on the date that the registration statement with respect to such securities becomes effective, a “comfort” letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities (the Company shall use commercially reasonably efforts to achieve this), and, if such securities are being sold through underwriters, a reaffirmation of such letter on the date that such Registrable Securities are delivered to the underwriters for sale.

(k) As soon as practicable after the effective date of the registration statement, and in any event within sixteen (16) months thereafter, have “made generally available to its security holders” (within the meaning of Rule 158 under the Securities Act) an earning statement (which need not be audited) covering a period of at least twelve (12) months beginning after the effective date of the registration statement and otherwise complying with Section 11(a) of the Securities Act.

(l) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed or quoted.

(m) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(n) take all actions necessary to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules of the applicable securities exchange or quotation system on which the Company’s securities are listed or quoted including, but not limited to, establishing internal disclosure controls and procedures (including internal control over financial reporting), establishing or changing committees of the Board of Directors and electing independent directors, including a “qualified financial expert”; and

5. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of

such securities as shall be required to effect the registration of such Holder’s Registrable Securities. If any registration statement or comparable statement under the Securities Act refers to a Series A Investor, Lathi or any of their respective affiliates, by name or otherwise, as the holder of any securities of the Company then, unless counsel to the Company advises the Company that such reference be included in any such statement pursuant to any applicable law, rule or regulation, each such holder shall have the right to require the deletion of such reference to itself and its affiliates.

6. Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 2, including without limitation all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel (selected by the Initiating Holders) for the selling Holders shall be borne by the Company, provided however, that such fees shall be borne pro rata by the selling Holders based on the number of shares of Common Stock sold for all subsequent registrations filed pursuant to a Lathi Request or a Series A Request after the first request made by each of Lathi and the Series A Investors.

7. Expenses of Company Registration. The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 3 for each Holder, including without limitation all registration, filing and qualification fees, printers’ and accounting fees relating or apportionable thereto and the reasonable fees and disbursements of one counsel for the selling Holders (selected by the Holders of a majority of the Registrable Securities being registered), but excluding underwriting discounts and commissions relating to Registrable Securities.

8. Underwriting Requirements. In connection with any offering initiated by the Company involving an underwriting of shares being issued by the Company, the Company shall not be required under Section 3 to include any Holder’s securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, exceed the largest number of securities requested to be included in such offering which can be sold without having an adverse effect on such offering by the Company; provided, however, that the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering (or in any other offering in which Holders shall have the right to include Registrable Securities pursuant to Section 3) exceeds the largest number of securities that the underwriters reasonably believe can be sold without having an adverse effect on such offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not have an adverse effect on such offering, in the following priority:

(a) if initiated by the Company: (i) first, securities of the Company to be sold for the account of the Company; (ii) second, the Registrable Securities requested to be included by Lathi and the Series A Investors, allocated (if necessary) pro rata on the basis of the

number of Registrable Securities that each such party has requested to be included in such registration; (iii) third, the Registrable Securities requested to be included by the Original Stockholders, allocated (if necessary) pro rata on the basis of the number of Registrable Securities that each such Original Stockholder has requested to be included in such registration; and (iv) fourth, securities of the Company to be sold for the account of other Persons, with such priorities among them as the Company shall determine; or

(b) if initiated by a Person other than the Company, Lathi or the Series A Investors: (i) first, the securities of the Company requested to be included by such initiating Person and the Registrable Securities requested to be included by Lathi and the Series A Investors, allocated (if necessary) pro rata on the basis of the number of securities of the Company that each such party has requested to be included in such registration; (ii) second, securities of the Company to be sold for the account of the Company; (iii) third, the Registrable Securities requested to be included by the Original Stockholders, allocated (if necessary) pro rata on the basis of the number of Registrable Securities that each such Original Stockholder has requested to be included in such registration; and (iv) fourth, securities of the Company to be sold for the account of other Persons, with such priorities among them as the Company shall determine.

For purposes of this Section 8 for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.

9. Indemnification. In the event any Registrable Securities are included in a registration statement under this Agreement:

(a) The Company will indemnify and hold harmless each Holder, its heirs, personal representatives and assigns, each of such Holder’s partners, officers, directors, members, employees and affiliates, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon a Violation; and the Company will pay to each such indemnified party, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to a particular indemnified party for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such indemnified party.

(b) To the extent permitted by law, each selling Holder (severally and not jointly) will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Person selling securities in such registration statement and any controlling Person of any such underwriter or other Person, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this Section 9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that, in no event shall the liability of any Holder under this Section 9(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties, acting reasonably; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 9 except if, and only to the extent that, the indemnifying party is actually prejudiced thereby; and such failure to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 9. An indemnifying party may settle any action or claim under this Section 9 at any time without the consent of the indemnified party so long as such settlement involves no cost or liability to the indemnified party and includes an unconditional release of the indemnified party from all liability with respect to such claim or action.

(d) The obligations of the Company and Holders under this Section 9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement, and otherwise.

(e) Any indemnity agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party.

(f) If a court of competent jurisdiction holds that the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other (taking into consideration, among other things, the fact that the provision of the registration rights and indemnification hereunder was a material inducement to the Series A Investors and Lathi to purchase Registrable Securities) or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other (taking into consideration, among other things, the fact that the provision of the registration rights and indemnification hereunder is a material inducement to the Series A Investors and Lathi to purchase Registrable Securities) but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by or on behalf of the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. 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. Notwithstanding anything to the contrary in this Section 9, no Holder shall be required, pursuant to this Section 9, to contribute any amount in excess of the net proceeds received by such indemnifying party from the sale of securities in the offering to which the losses, claims, damages, liabilities or expenses of the indemnified party relate.

10. Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, to:

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

(b) use commercially reasonable efforts (without unreasonable expense) to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities;

(c) file with the SEC in a timely manner all reports, certifications and other documents required of the Company under the Securities Act and the Exchange Act;

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act (at any time after the effective date of the first registration statement filed by the Company) and the Securities Act and Exchange Act (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

11. Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned in whole or in part by a Holder to one or more of its affiliates (including, without limitation, in the case of the Series A Investors and Lathi, transfers between them and to their respective members and partners and any members or partners thereof and transfers by Lathi to Sowood Commodity Partners LP or any of its affiliates) or to one or more transferees or assignees of the Registrable Securities owned by such Holder, provided that (in each case) such transferee or assignee delivers to the Company a written instrument by which such transferee or assignee agrees to be bound by the obligations imposed on Holders under this Agreement to the same extent as if such transferee or assignee was a party hereto. Except as specifically permitted in the preceding sentence, neither this Agreement nor any Holder’s rights or privileges under this Agreement can be assigned or transferred in whole or in part without the prior written consent of the other parties.

12. No Other Registration Rights; Limitations on Subsequent Registration Rights. The Company, represents and warrants to each Holder that, upon the execution of this Agreement by all of the parties hereto, no “registration rights” relating to securities of the Company and granted by the Company will exist on the date hereof other than pursuant to this Agreement. From and after the date of this Agreement, the Company shall not, without the prior written consent of Lathi and Charter Mx, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such holder’s securities will not reduce the amount of the Registrable Securities of any Holder which is included therein or (b) to request a registration.

13. “Market Stand-Off” Agreement. Each Holder hereby agrees that, during the period of ninety (90) days following the effective date of a registration statement of the Company filed under the Securities Act in connection with an underwritten offering (and, in the case of the initial public offering of the Company’s securities, one hundred eighty (180) days or such shorter period as the underwriter may specify), it shall not, if requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant an option to purchase or otherwise transfer or dispose of (other than to donees, affiliates or partners who agree to be similarly bound) any Common Stock or any securities of the Company convertible into Common Stock held by it except Common Stock included in such registration. No Holder shall be bound by this Section 13 unless each officer,

director and other stockholder of the Company holding in excess of 1% of the then outstanding common share equivalents of the Company shall have complied with this Section 13.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of the Holders (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

Notwithstanding the foregoing, the obligations described in this Section 13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction under Rule 145 of Securities Act on Form S-4 or similar forms which may be promulgated in the future.

14. Amendment; Waiver. The provision of this Agreement may not be amended or supplemented except by an instrument or counterparts thereof in writing signed by the Company, Lathi, Charter Mx and by Holders holding a majority of the then outstanding Registrable Securities, provided, however, that any amendment which would affect any Holder materially and adversely in a manner that is disproportionate to other similarly situated Holders shall require the consent of such Holder. The observance of any provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the party to be charged, provided that the Holders of a majority of the Registrable Securities then outstanding may act on behalf of all Holders of Registrable Securities. Any amendment or waiver effected in accordance with this Section 14 shall be binding upon each Holder of Registrable Securities at the time outstanding, each future Holder of all such securities, and the Company.

15. Changes in Registrable Securities. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Registrable Securities as so changed. Without limiting the generality of the foregoing, the Company will require any successor by merger or consolidation to assume and agree to be bound by the terms of this Agreement, as a condition to any such merger or consolidation.

16. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

17. Governing Law.

(a) This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York.

(b) The jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall properly lie in any federal or state court located in the Borough of New York in the State of New York. By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts for himself or itself and in respect of his or its property with respect to such action. The parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

(c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE INVESTORS.

18. Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns (as provided in Section 11), heirs, executors and administrators of the parties hereto.

19. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon receipt by the party to be notified (including by telecopier, receipt confirmed) or three (3) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified (a) if to a party other than the Company, at such party’s address set forth at the end of this Agreement or at such other address as such party shall have furnished the Company in writing, or, until any such party so furnishes an address to the Company, then to and at the address of the last holder of the shares covered by this Agreement who has so furnished an address to the Company, or (b) if to the Company, at its address set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the parties in writing.

20. Severability. Any invalidity, illegality or limitation on the enforceability of this Agreement or any part thereof, by any party whether arising by reason of the law of the respective party’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other parties. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

21. Titles and Subtitles. The titles of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

22. Delays or Omissions; Remedies Cumulative. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the parties shall impair any such

right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a party of any breach or default under this Agreement, or any waiver by a party of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to a party, shall be cumulative and not alternative.

23. Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile counterpart signatures shall be acceptable.

25. Effectiveness. This Agreement shall be effective for all Holders other than the Series A Investors immediately upon the execution of this Agreement by Holders holding the requisite percentage of Stock (as defined in that certain Second Amended and Restated Shareholders Agreement dated as of March 5, 2001 by and among the Company, Lathi, the Original Stockholders and the Other Stockholders, as amended on May 31, 2002 and November 14, 2003 (the “Existing Shareholders Agreement”)) of the Company necessary to amend the Existing Shareholders Agreement. This Agreement shall be effective for the Series A Investors upon the issuance of the Series A Stock pursuant to the Purchase Agreement.

[END OF TEXT. SIGNATURE PAGES FOLLOW.]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

MxENERGY INC.


By:	/s/ Xxxxxxx Xxxxx
	Name: Xxxxxxx Xxxxx
	Title: President and Chief Executive Officer

LATHI LLC

By:	Harvard Management Company, Inc.,
	pursuant to delegated authority


	By:			/s/ [ILLEGIBLE]
				Name: [ILLEGIBLE]
				Title: Vice President


	By:
			Name:
			Title:

CHARTER MX LLC

By:		Charterhouse Equity Partners IV, L.P.,
		Its Managing Member

By:		CHUSA Equity Investors IV, L.P.,
		its General Partner

By:		Charterhouse Equity IV, LLC,
		its General Partner


		By:			/s/ Xxx Xxxxxx
					Name: Xxx Xxxxxx
					Title: Vice President

GREENHILL CAPITAL PARTNERS, X.X.

XXXXXXXXX CAPITAL PARTNERS (CAYMAN), X.X.

XXXXXXXXX CAPITAL PARTNERS (EXECUTIVES), X.X.

XXXXXXXXX CAPITAL, L.P.

By:	GCP Managing Partner, L.P.,
	as managing general partner of each of the foregoing partnerships

By:	Greenhill Capital Partners, LLC,
	its general partner


	By:	/s/ V. Xxxxx Xxxxxx
		Name: V. Xxxxx Xxxxxx
		Title: Managing Director


ORIGINAL STOCKHOLDERS:


/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx


/s/ Xxxxxx X. Xxxxxx-Xxxxx
Xxxxxx X. Xxxxxx-Xxxxx


/s/ Xxxxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx, Xx.

Document Metadata

Table of Contents

REGISTRATION RIGHTS AGREEMENT

Document Metadata