MRC Global Inc. Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
MRC Global Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF PVF HOLDINGS LLCRegistration Rights Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Registration Rights Agreement of PVF Holdings LLC, a Delaware limited liability company (“PVF”) dated October 31, 2007 (the “Agreement”) is entered into as of [•], 2012, by and among the GSCP Members, PVF and MRC Global Inc. (“MRC”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2012, by and between MRC Global Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between MRC Global Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
GOVERNANCE AGREEMENT by and between MRC GLOBAL INC. and PVF HOLDINGS LLC Dated as of , 2012Governance Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), is entered into as of [•], 2012, by and between MRC Global Inc., a Delaware corporation (the “Company”) and PVF Holdings LLC, a Delaware limited liability company (“PVF”).
