SHAREHOLDERS AGREEMENT

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Exhibit 10.2

SHAREHOLDERS AGREEMENT

        THIS SHAREHOLDERS AGREEMENT (the " Agreement "), dated as of June 15, 2006, is by and among Petrie Parkman & Co., Inc., a Delaware corporation (the " Company "), and James E. Parkman, Jr. (" Parkman ").

RECITALS

        WHEREAS, as of the date hereof, Parkman is the holder of one thousand, one hundred twenty-five (1,125) shares (the " Shares ") of common stock, par value $1.00 per share (the " Common Stock "), of the Company;

        WHEREAS, Parkman is entering into that certain Separation and Release Agreement, dated as of the date hereof, by and between the Company and Parkman, providing for, inter alia, the termination of Parkman's employment by the Company (the " Separation Agreement "); and

        WHEREAS, in connection with Separation Agreement, the parties hereto have determined that it is appropriate to enter into this Agreement governing their relationship with one another; and

        NOW THEREFORE, in consideration of the foregoing, of the mutual covenants and obligations set forth in this Agreement and of other good and valuable consideration, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS. As used herein the following terms shall have the following respective meanings:

        " Affiliate " of a specified Person means any Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person. As used in this definition of Affiliate, the term "control" of a specified Person including, with correlative meanings, the terms "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

        " Arbitrator " has the meaning set forth in Section 5.2(d).

        " Arbitrator's Notice " has the meaning set forth in Section 5.2(b)(ii).

        " Board " means the Board of Directors of the Company.

        " Business " means the investment banking advisory business involving energy-related clients and/or in connection with energy-related transactions.

        " Business Day " means any day other than a Saturday, a Sunday or a holiday on which commercial banks in the State of Colorado are closed.

        " Change of Control " means any merger, sale of shares, tender offer, exchange offer or other business combination transaction involving the Company that results in the holders of the outstanding shares of Common Stock immediately prior to the consummation thereof holding less than fifty percent (50%) of the total number of shares of the outstanding Common Stock (or capital stock of the surviving or resulting entity therefrom or the parent thereof, as applicable) immediately following consummation thereof.

        " Common Stock " has the meaning set forth in the Recitals.

        " Company " has the meaning set forth in the Preamble.

        " Company Exercise Notice " has the meaning set forth in Section 5.2(a).

        " Competitor " means any entity or person that directly or indirectly competes with Company in the Business (or any portion thereof) and/or whose business is or includes the Business (or any portion thereof).

        " Demand Registration " has the meaning set forth in Section 4.1(a).

        " Drag Along Notice " has the meaning set forth in Section 3.2.

        " Equity Change of Control " means any transaction involving the sale by one or more holders of Common Stock of not less than fifty percent (50%) of the outstanding shares of Common Stock.

        " Exchange Act " means the Securities Exchange Act of 1934, as amended.

        " Excluded Issuance " means (i) any securities issued in connection with (x) the acquisition of, or investment in, another business entity or business segment of any such entity by the Company or a subsidiary of the Company (whether by merger, asset purchase, stock purchase or otherwise), (y) any private placement, including, without limitation pursuant Rule 144A of the Securities Act, in anticipation of an IPO or (z) the formation of any joint venture or similar arrangement and (ii) securities issued to new employees of the Company in connection with the hiring of such employees.

        " Filing Range " has the meaning set forth in Section 4.6.

        " Holders " means Parkman and any other Immediate Family member of Parkman or any chartiable organization holding Registrable Securities to whom Parkman's rights under Article 4 hereof have been assigned pursuant to Section 4.9.

        " Immediate Family " means (a) the persons listed in Rule 16a-1(e) promulgated under the Exchange Act, together with (b) any entity in which substantially all beneficial ownership interests are held by persons described in the foregoing clause (a). The term "member" of the Immediate Family includes entities described in clause (b) of this definition.

        " Indemnified Party " has the meaning set forth in Section 4.5(c).

        " Indemnifying Party " has the meaning set forth in Section 4.5(c).

        " IPO " means an initial public offering of the Common Stock of the Company.

        " Parkman " has the meaning set forth in the Preamble.

        " Person " means any legal person, including any natural person, domestic or foreign corporation, limited liability company, general or limited partnership, joint venture, association, joint stock company, business trust, estate, trust, enterprise, unincorporated organization, any government or any agency or political subdivision thereof, and any other legal or commercial entity.

        " Petrie " has the meaning set forth in Section 4.8.

        " Piggyback Registration " has the meaning set forth in Section 4.2(a).

        " Registrable Securities " means the shares of Common Stock held by Parkman; provided, however, that any such securities shall cease to be Registrable Securities (i) when 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 or the registration statement has remained effective for 180 days whether or not such securities have been disposed of, (ii) when such securities have been Transferred by Parkman, other than pursuant to any testamentary transfer, transfer by descent and distribution or transfer for estate planning purposes in which such securities are Transferred to an Immediate Family member of Parkman and Parkman's rights under Section 4 are assigned to the transferee, (iii) when they shall have ceased to be outstanding or (iv) on the date upon which all shares of Common Stock held by Parkman and members of his Immediate Family may be distributed to the public in a single sale pursuant to Rule 144 (or any successor provision) under the Securities Act.

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        " Registration Expenses " means all expenses incurred by the Company in complying with Sections 4.1 and 4.2 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, transfer agent's and registrar's expenses, and escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration, but shall not include fees and disbursements of counsel, auditors or other professionals or consultants retained by Parkman.

        " Sales Notice " has the meaning set forth in Section 5.2(a).

        " SEC " means the U.S. Securities and Exchange Commission.

        " Securities Act " means the Securities Act of 1933, as amended.

        " Selling Expenses " means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered pursuant to a Piggyback Registration.

        " Separation Agreement " has the meaning set forth in the Preamble.

        " Shares " has the meaning set forth in the Recitals.

        " Subject Shares " has the meaning set forth in Section 5.2(a).

        " Tag Along Notice " has the meaning set forth in Section 3.1.

        " Transfer " has the meaning set forth in Section 5.1.

2. DESIGNATION OF PARKMAN AS A DIRECTOR.

        2.1    Pre-IPO; Pre-Change of Control . Subject to Section 2.4 below, from and after the date hereof through the earlier of (x) such time that an IPO becomes effective and (y) a Change of Control, Parkman shall have the right to serve on the Board.

        2.2    Post-IPO; Post-Change of Control . Subject to Section 2.4 below, from and after such time that an IPO becomes effective, the Company shall use its commercially reasonable efforts to cause Parkman to be nominated and elected to the Board.

        2.3    Transfer or Assignment of Board Seat . Parkman's rights under Sections 2.1 and 2.2 are personal to Parkman and may not be assigned or Transferred.

        2.4    Termination of Board Seat . Notwithstanding anything to the contrary contained herein, unless this Agreement is earlier terminated in accordance with Section 7, Parkman's rights under Sections 2.1 and 2.2 above shall terminate on the earlier of (i) the first date that the shares of Common Stock held by Parkman constitute less than ten percent (10%) of the fully diluted shares of Common Stock (after giving affect to the exercise of all outstanding options, warrants and similar rights, and the conversion of all outstanding convertible securities (the " 10% Threshold "), or (ii) at such time, if any, that Parkman is in violation of Section 5(c)(i) of the Separation Agreement, or would be but for the expiration of the Restricted Period. Parkman hereby agrees to resign from the Board immediately upon the occurrence of either of the foregoing events designated in clauses (i) and (ii) of the immediately preceding sentence.

3. TAG ALONG RIGHTS / DRAG ALONG RIGHTS.

        3.1    Tag Along Rights . In the event that one or more holders of the Common Stock enters into a binding agreement to effect an Equity Change of Control, then the Company shall deliver a written notice to Parkman stating the material terms of such agreement (the " Tag Along Notice "). If the Company delivers the Tag Along Notice, then Parkman shall have the right, at his option, as a condition to the closing of the Equity Change of Control, to require that the prospective purchaser or purchasers in such Equity Change of Control agree to purchase a pro rata amount of Parkman's shares of Common Stock on the same terms and conditions (including at the same per share price and at the

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same time) as all other sellers of Common Stock participating in such Equity Change of Control by delivering written notice to the Company of Parkman's exercise of such right within ten (10) Business Days of the receipt of the Tag Along Notice. If Parkman so elects to require the prospective purchaser in such transaction to purchase his shares of Common Stock or portion thereof, as applicable, Parkman shall be obligated to (x) execute a purchase agreement and/or conveyance instrument as reasonably required by such prospective purchaser but shall not be required to make any representations and warranties other than customary representations and warranties as to good title, due authorization and enforceability of the purchase agreement and conveyance instrument and non-contravention or violation of law or contracts, and (y) transfer and deliver his shares of Common Stock free and clear of all liens and encumbrances at the same time as the sale by all other sellers of Common Stock participating in such Equity Change of Control.

        3.2    Drag Along Rights . In the event that one or more holders of the Common Stock enters into a binding agreement to effect an Equity Change of Control, the Company may require that Parkman sell a pro rata amount of Parkman's shares of Common Stock on the same terms and conditions (including at the same per share price and at the same time) as all other sellers of Common Stock participating in such Equity Change of Control. The Company may exercise this option by giving written notice (the " Drag Along Notice ") of the exercise of such option, to Parkman. If a Drag Along Notice is delivered, Parkman shall be obligated to (x) execute a purchase agreement and/or conveyance instrument as may be reasonably required, but shall not be required to make any representations and warranties other than customary representations and warranties as to good title, due authorization and enforceability of the purchase agreement and conveyance instrument and non-contravention or violation of law or contracts, and (y) transfer and deliver his shares of Common Stock free and clear of all liens and encumbrances at the same time as the sale by all other sellers of Common Stock participating in such Equity Change of Control. Notwithstanding the foregoing, Parkman's obligation to sell his shares of Common Stock under this Section 3.2 shall be conditioned upon the receipt by the Company (at the sole cost and expense of the Company) of an opinion from an independent financial advisor selected and engaged by the Company to the effect that the sale of the shares of Common Stock is fair, from a financial point of view, to the selling stockholders of the Company.

        3.3    Transfer or Assignment of Tag Along and Drag Along Rights . Parkman's rights under Sections 3.1 may be assigned, in whole or in part, in connection with any Transfer of Parkman's shares of Common Stock (other than any Transfers of shares effected on a national securities exchange, in which case such rights may not be assigned). In the event of any Transfer by Parkman of all or any portion of such shares of Common Stock, such shares Transferred shall remain subject to Section 3.2 following any such Transfer (other than any Transfers of shares effected on a national securities exchange, to which the provisions of Section 3.2 shall no longer apply from and after the time of such Transfer).

4. REGISTRATION RIGHTS.

        4.1    Demand Registrations .

        (a)    Notice of Registration . At any time after one (1) year after the effective date of the Company's IPO, if any, Parkman may, by written notice, request that the Company register under the Securities Act all or any part of the Registrable Securities then held by Parkman or other Holders, provided that, if the securities requested to be registered constitute less than all of the outstanding Registrable Securities at such time, such securities shall have an estimated aggregate offering price, net of underwriting discounts and expenses, equal to or exceeding $25 million (a " Demand Registration "). As soon as practicable following receipt by the Company of such written request, the Company shall use its commercially reasonable efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as

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would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 4.1:

        (i)    In any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to taxation in that jurisdiction or execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

        (ii)   During the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, a registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;

        (iii)  At any time within one hundred eighty (180) days following the delivery by Parkman of a previous request for a Demand Registration;

        (iv)  After the Company has effected two Demand Registrations pursuant to this Section 4.1 and such registrations have been declared or ordered effective; or

        (v)   If either (x) the Company shall furnish to the Holders whose Shares are to be included in such registration a certificate signed by the Chairman of the Board or the Chief Executive Officer stating that in the good faith judgment of the Board (i) that a postponement or withdrawal is necessary in order to avoid premature disclosure of a matter that the Board has determined would not be in the best interests of the Company to be disclosed at such time or (ii) that the filing of a registration statement would have a material adverse effect on the Company or its stockholders, as the case may be, or (y) the Company would be required to prepare audited financial statements as of a date other than its fiscal year end, then the Company's obligation to use its commercially reasonable efforts to register under this Section 4.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from Parkman; provided, however, that the Company shall not exercise such right more than once in any twelve-month period and provided, further, however, that in any of the events described above, such Holders shall be entitled to withdraw such request and, if such request is withdrawn by all such Holders, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Holders whose Shares are to be included in such registration of (x) any postponement or withdrawal of the filing or effectiveness of a registration statement pursuant to this Section 4.1, (y) the Company's decision to file or seek effectiveness of such registration statement following such withdrawal or postponement and (z) the effectiveness of such registration statement. If the Company shall withdraw a Demand Registration pursuant to this Section 4.1(a)(vi), the Holders shall be entitled to a replacement Demand Registration.

Subject to the foregoing clauses (i) through (vi), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of a valid request for a Demand Registration under this Section 4.1.

        (b)    Underwriting . The right of the Holders to registration pursuant to this Section 4.1 shall be conditioned upon the participation of the Holders whose Shares are to be included in such registration in the underwriting arrangements required by this Section 4.1, and the inclusion of the Registrable Securities held by such Holders in the underwriting to the extent provided herein.

        (c)    Procedures . The Company and the Holders whose Shares are to be included in such registration shall enter into an underwriting agreement in customary form with an underwriter or

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underwriters of recognized national standing selected for such underwriting by the Company and reasonably acceptable to Parkman. Subject to the following sentence, the Company may include in any Demand Registration any securities to be issued by the Company or held by any other holders of the Company's securities. Notwithstanding any other provision of this Section 4.1, if the managing underwriter advises the Company in writing that, in its opinion, marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. The Company shall so advise all Persons distributing their securities through such underwriting of such limitation and the number of shares of Registrable Securities and other securities that may be included in the registration (and underwriting if any) shall be allocated (i) first, to Parkman and the Holders whose Shares are to be included in such registration in respect of Registrable Securities covered by the request for Demand Registration; (ii) second, to the securities the Company proposes to sell in such registration and (iii) third, securities requested to be included in such registration by Persons, if any, whose rights to piggyback registration provide that they are subordinate to the rights of the Holders. If the Holders whose Shares are to be included in such registration disapprove of the terms of the underwriting, the Holders shall provide written notice of such disapproval to the Company and the managing underwriter. Upon the receipt of such notice, the Holders shall be withdrawn from the underwriting; provided, that the registration shall still be deemed to be a Demand Registration, unless the Holders pay the Registration Expenses associated with such withdrawn registration.

        (d)    Registration Statement Form . The Company shall use its commercially reasonable efforts to register any registrations under this Section 4.1 under the Securities Act on Form S-3 or any successor thereto or on such appropriate registration form of the SEC (i) as shall be selected by the Company and, as shall be reasonably acceptable to Parkman and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in Parkman's request for such registration. Notwithstanding the foregoing, if the managing underwriters, if any, shall advise the Company in writing that in their opinion the use of another permitted form (other than Form S-3 or any successor thereto) is of material importance to the success of the offering, then such registration shall be on such other permitted form.

        (e)    Effective Registration Statement . A Demand Registration pursuant to this Section 4.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the Holders' refusal to proceed shall be deemed to have been effected by the Company at the request of the Holders, (ii) if, after it has become effective, such registration becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court other than by reason of some act or omission by Parkman, unless such stop-order, injunction or other order or requirement is vacated or otherwise removed, or (iii) 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 some act or omission by the Holders whose Shares are to be included in such registration.

        (f)     Effective Period of Demand Registrations . After any registration statement filed pursuant to a Demand Registration has become effective, the Company shall use its commercially reasonable efforts to keep such registration statement effective for a period equal to 180 days from the date on which the SEC declares such registration statement effective (or if such registration statement is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such registration statement is not effective), or such shorter period which shall terminate when all of the Registrable Securities covered by such

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registration statement have been sold pursuant to such registration statement, provided, however, that (i) such 180-day period shall be extended for a period of time equal to the period the Holders whose Shares are to be included in such registration refrain from selling any securities included in such registration at the request of an underwriter of the Registrable Securities; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, however in no event longer than one year from the effective date of the registration statement and provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement.

        (g)    Limitation on Demand Registrations . Notwithstanding anything to the contrary contained in this Section 4.1, the Company may limit the amount of Registrable Securities of Parkman or other Holders included in any registration statement filed pursuant to a Demand Registration to the extent it believes in good faith that such a limitation is in the best interest of the Company; provided, that in no event shall such amount of Registrable Securities included in such registration statement be reduced below the greater of (x) an amount of Registrable Securities having a value equal to $25 million or (y) an amount of Registrable Securities that (assuming the disposition of the such Registrable Securities to be included in such registration statement) would cause the aggregate amount of Registrable Securities held by Parkman and all other Holders to be less than 10% of the total outstanding shares of Common Stock or such greater percentage as the Company may determine, based on advice of counsel, does not cause Parkman to be an affiliate (as defined under Rule 144(a)(1) of the Securities Act) of the Company.

        4.2    Piggyback Registration .

        (a)    Notice of Registration . If, at any time or from time to time, the Company shall determine to register (a " Piggyback Registration ") any of its common equity securities, either for its own account or the account of a security holder or holders, other than (x) a registration relating solely to employee benefit plans or (y) a registration relating solely to a Rule 145 transaction, the Company will:

        (i)    promptly give Parkman written notice thereof; and

        (ii)   subject to Section 4.1(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests, made within ten (10) days after receipt of such written notice from the Company, by the Holders.

        (b)    Underwriting . If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Parkman as a part of the written notice given pursuant to Section 4.2(a)(i). In such event the right of the Holders to registration pursuant to this Section 4.2 shall be conditioned upon the participation by the Holders whose Shares are to be included in such registration in such underwriting and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. The Holders whose Shares are to be included in such registration shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities

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through such underwriting) enter into an underwriting agreement in customary form (including an appropriate lock-up) with the underwriter or underwriters selected by the Company.

Notwithstanding any other provision of this Section 4.2, if the Company undertakes a public offering for its own account and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration exceeds the number which can be sold in such offering and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, among any security holders having registration rights senior to the rights of the Holders, (iii) third, the Registrable Securities and (except with respect to securities described in clause (iv) below) other securities requested to be included in such registration pro rata among the Holders whose Shares are to be included in such registration and the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree and (iv) fourth, securities requested to be included in such registration by Persons, if any, whose rights to piggyback registration provide that they are subordinate to the rights of the Holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Notwithstanding the other provision, of this Section 4.2, if a Piggyback Registration is an underwritten secondary registratio