EX-4.2 4 d396844dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

 

 

 

FORM OF

REGISTRATION RIGHTS AGREEMENT

by and among

ASSURANT LTD.

and

THE TPG SHAREHOLDERS

 

 

Dated as of [•], 201[•]

 

 

 

 

 

Table of Contents

 

         Page  
Section 1.  

Definitions

      1  
Section 2.  

Registration Rights

      5  
(a)  

Shelf Registration Statement

      5  
(b)  

Right to Request Shelf Take-Down

      5  
(c)  

Demand Registration Statement If Shelf Registration Statement Unavailable

      6  
(d)  

Limitations on Demand Registrations

      6  
(e)  

Piggyback Registration

      7  
(f)  

Selection of Underwriters; Right to Participate

      7  
(g)  

Priority of Securities Offered Pursuant to Demand Registrations and Shelf Take-Downs

      7  
(h)  

Priority of Securities Offered Pursuant to Piggyback Registration

      8  
(i)  

Postponement; Suspensions

      8  
(j)  

Holdback

      9  
Section 3.  

Registration Procedures

      10  
Section 4.  

Indemnification

      14  
(a)  

Indemnification by the Company

      14  
(b)  

Indemnification by the TPG Shareholders

      15  
(c)  

Notices of Claims, etc.

      15  
(d)  

Contribution

      16  
(e)  

No Exclusivity

      17  
Section 5.  

Covenants Relating to Rule 144

      17  
Section 6.  

Limitation on Subsequent Registration Rights

      17  
Section 7.  

Miscellaneous

      17  
(a)  

Termination; Survival

      17  
(b)  

Governing Law

      17  
(c)  

Consent to Jurisdiction; Venue; Waiver of Jury Trial

      17  
(d)  

Entire Agreement

      18  
(e)  

Amendments and Waivers

      18  
(f)  

Successors and Assigns

      19  
(g)  

Expenses

      19  
(h)  

Counterparts; Electronic Signature

      19  
(i)  

Severability

      19  
(j)  

Notices

      19  
(k)  

Specific Performance

      20  

 

i

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [•], 201[•] (this “Agreement”), is by and among Assurant Ltd., a Bermuda exempted company (the “Company”), and the undersigned shareholders of the Company (such undersigned shareholders, the “TPG Shareholders”).

RECITALS

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of October 17, 2017 (the “Merger Agreement”), at the Closing (as defined in the Merger Agreement), (a) Arbor Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TWG Holdings Limited (the predecessor of the Company), merged with and into Assurant, Inc., a Delaware corporation (“Assurant”), with Assurant surviving as a wholly-owned subsidiary of the Company (the “Merger”); (b) the Company’s memorandum of association was amended and restated to, among other things, change the name of the Company from TWG Holdings Limited to Assurant Ltd. and (c) the Ordinary Shares became listed on the New York Stock Exchange;

WHEREAS, as of the date hereof, the TPG Shareholders own [•] percent ([•]%) of the issued and outstanding Ordinary Shares;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and the TPG Shareholders are executing and delivering a Shareholder Rights Agreement (the “Shareholder Rights Agreement”), which grants certain rights to the TPG Shareholders; and

WHEREAS, the parties hereto desire to enter into this Agreement in order to grant the TPG Shareholders the registration rights described herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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

“Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided, however, that no portfolio company of the funds or managed investment accounts under common control with TPG Global, LLC shall be considered an Affiliate of any of the TPG Shareholders. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” has the meaning set forth in the Preamble.

 

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“Approved Underwriter List” shall mean the list of nationally recognized investment banking firms agreed to among the Company and the TPG Shareholders as of the date hereof and as may be amended by the agreement of the Company and the TPG Shareholders, acting together.

“Board” shall mean the Board of Directors of the Company.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York and Bermuda are authorized or required by law or executive order to close.

“Company” has the meaning set forth in the Preamble.

“Demand Registration” shall have the meaning set forth in Section 2(c).

“Demand Registration Statement” shall have the meaning set forth in Section 2(c).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law), and the rules and regulations thereunder.

“End of Suspension Notice” shall have the meaning set forth in Section 2(i)(1).

“Full Cooperation” shall mean, in connection with any Substantial Marketing Efforts, in addition to the other cooperation otherwise required by this Agreement, (a) members of senior management of the Company (including the principal executive officer and the principal financial officer) shall cooperate with the underwriter(s) in connection therewith, and use their commercially reasonable efforts to make themselves available to participate in all of the marketing processes of the Substantial Marketing Efforts as recommended by the underwriter(s), and (b) the Company shall use its commercially reasonable efforts to effect cooperation required in connection with Substantial Marketing Efforts.

“Holdback Period” shall mean, with respect to any registered offering of equity securities of the Company, the period beginning ten (10) days before the anticipated effective date of the related Registration Statement and continuing until the expiration of ninety (90) days (or such shorter period as the managing underwriter(s) permit) after the effective date of the related Registration Statement (except that, in the case of any such registered offering that is a Shelf Take-Down from a Shelf Registration Statement, the Holdback Period shall be the period beginning ten (10) days before the anticipated pricing date in connection with such takedown and continuing until the expiration of ninety (90) days (or such shorter period as the managing underwriter(s) permit) after such pricing date).

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Person” shall mean any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not

 

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a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Piggyback Registration” shall have the meaning set forth in Section 2(e).

“Piggyback Shareholder” shall have the meaning set forth in Section 2(e).

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Public Offering” shall mean a public offering and sale of equity securities for cash pursuant to an effective registration statement under the Securities Act.

“Ordinary Shares” means the ordinary shares, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

“Registrable Securities” shall mean any Ordinary Shares or securities convertible, exchangeable or exercisable into Ordinary Shares held or beneficially owned as of the date hereof by the TPG Shareholders, including any securities acquired as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of such Ordinary Shares or securities, or any stock dividend or stock distribution in respect of such Ordinary Shares or securities; provided, however, such securities shall cease to be Registrable Securities on the earliest to occur of (i) a Registration Statement with respect to the sale of such Registrable Securities shall have become effective under the Securities Act and such Registrable Securities shall have been disposed of in accordance with such Registration Statement; (ii) such Registrable Securities shall have been sold in accordance with Rule 144; (iii) the TPG Shareholders and its Affiliates, in the aggregate, beneficially own less than three percent (3%) of the then outstanding Ordinary Shares and such Registrable Securities, in the reasonable determination of the TPG Shareholders, are eligible to be sold by the TPG Shareholders or such Affiliates, as applicable, to the public without volume limitations under Rule 144; or (iv) such Registrable Securities have ceased to be outstanding.

“Registration Expenses” shall mean all expenses incurred in effecting any registration or any offering and sale pursuant to this Agreement, including registration, qualification, listing and filing fees (including, without limitation, all SEC, stock exchange and Financial Industry Regulatory Authority filing fees), printing expenses, messenger, telephone and delivery expenses, all transfer agent and registrar fees and expenses, fees and disbursements of all law firms of the Company and all accountants and other persons retained by the Company (including

 

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any comfort letters), any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities (which shall not include fees and disbursements of counsel for the underwriters other than as set forth in this paragraph or in the applicable underwriting agreement and Selling Expenses), all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, all expenses related to the “road show” for any underwritten offering, including all travel, meals and lodging, and any blue sky (including reasonable fees and disbursements of counsel to any underwriter incurred in connection with blue sky qualifications of the Registrable Securities as may be set forth in any underwriting agreement) and other securities laws fees and expenses, as well as all internal fees and expenses of the Company. Registration Expenses shall not include Selling Expenses. In addition, in connection with an underwritten offering or other registration, offering or related action for which services of outside counsel would customarily be required pursuant to this Agreement, the Company shall pay or reimburse the TPG Shareholders for the reasonable and documented fees and expenses of one nationally recognized law firm and one additional Bermuda law firm (to the extent required, including in connection with delivery of any required or requested legal opinions), each chosen by the TPG Shareholders as their counsel. Nothing in this definition shall impact any agreement on expenses solely between the Company and any underwriter.

“Registration Statement” shall mean any registration statement (including any Demand Registration Statement or Shelf Registration Statement) of the Company under the Securities Act which permits the Public Offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Securities Act” shall mean the Securities Act of 1933, as amended (or any corresponding provision of succeeding law), and the rules and regulations thereunder.

“Selling Expenses” shall mean all underwriting discounts and selling commissions associated with effecting any sales of Registrable Securities under any Registration Statement by the TPG Shareholders and all stock transfer taxes applicable to the sale or transfer by TPG Shareholders of Registrable Securities to the underwriter(s) pursuant to this Agreement.

“Shareholder Rights Agreement” has the meaning set forth in the Recitals.

“Shelf Period” shall have the meaning set forth in Section 2(a).

“Shelf Registration” shall have the meaning set forth in Section 2(a).

“Shelf Registration Statement” shall have the meaning set forth in Section 2(a).

“Shelf Take-Down” shall have the meaning set forth in Section 2(b).

“Special Registration” shall mean the registration of equity securities, options or similar rights registered on Form S-4, Form S-8 or any successor forms thereto or any other form for the

 

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registration of securities issued or to be issued in connection with a merger, acquisition, employee benefit plan or equity compensation or incentive plan.

“Substantial Marketing Efforts” shall mean marketing efforts, in connection with an underwritten offering, that involve one-on-one in-person meetings with prospective purchasers of the Registrable Securities over multiple days and other customary marketing activities, as recommended by the underwriter(s).

“Suspension” shall have the meaning set forth in Section 2(i)(1).

“Suspension Notice” shall have the meaning set forth in Section 2(i)(1).

“TPG Shareholders” has the meaning set forth in the Preamble.

Section 2. Registration Rights.

(a) Shelf Registration Statement. The Company will file on the date hereof (or, if impracticable to file on the date hereof or otherwise requested by the TPG Shareholders, reasonably promptly following the date hereof, will file on a date acceptable to the TPG Shareholders) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Shareholders at any time and from time to time following the expiration of the thirty (30) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective as of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

(b) Right to Request Shelf Take-Down. At any time and from time to time during the Shelf Period, one or more of the TPG Shareholders may, by written notice to the Company, request an offering of all or part of the Registrable Securities held by the TPG Shareholders (a “Shelf Take-Down”); provided, however, that the expected aggregate gross proceeds for any Shelf Take-Down involving Substantial Marketing Efforts are at least one hundred million dollars ($100,000,000); provided, further, that the Company shall not be obligated to effect any Shelf Take-Down if the Company (i) has determined to effect a registered underwritten offering of its equity securities for its own account and (ii) at the time of receipt of such notice has already taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and has proceeded and will continue to proceed with reasonable diligence to effect such offering (in such case, such request shall not count as a Shelf

 

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Take-Down involving Substantial Marketing Efforts). Notwithstanding the foregoing sentence, the Company shall not be obligated to effect any subsequent Shelf Take-Down (whether or not involving Substantial Marketing Efforts) during the ninety (90) day period following the pricing date of a completed Shelf Take-Down; provided, however, that if the TPG Shareholders are subject to a lock-up restrictions pursuant to lock-up agreements entered into in connection with such completed Shelf Take-Down, then the period of such lock-up restrictions, whether longer or shorter, shall apply in lieu of the 90-day period. It is understood by the parties hereto that the foregoing proviso means that (i) if the TPG Shareholders enter into a 120-day lock-up agreement in connection with a completed Shelf Take-Down, the Company shall not be obligated to effect a subsequent Shelf Take-Down (absent a lock-up waiver) pursuant to such proviso until the expiration of such lock-up agreement on the 121st day after the pricing date of the completed Shelf Take-Down, (ii) if the TPG Shareholders enter into a 45-day lock-up agreement in connection with a completed Shelf Take-Down, the Company shall not be obligated to effect a subsequent Shelf Take-Down (absent a lock-up waiver) pursuant to such proviso until the expiration of such lock-up agreement on the 46th day after the pricing date of the completed Shelf Take-Down, and (iii) if the managing underwriter(s) waive such lock-up agreement with respect to a proposed offering by the TPG Shareholders on the 22nd day after such pricing date, the Company shall not be obligated to effect a subsequent Shelf Take-Down pursuant to such proviso until after such 22nd day in accordance with the terms of this Agreement. If Substantial Marketing Efforts are requested, the Company shall cause there to occur Full Cooperation in connection therewith. The number of shares of Registrable Securities covered by any Shelf Take-Down shall be limited by the transfer restrictions described in the applicable subsection of Section 3.2 of the Shareholder Rights Agreement. The TPG Shareholders shall be entitled to request a maximum of two (2) Shelf Take-Downs involving Substantial Marketing Efforts in any three hundred sixty-five (365) day period.

(c) Demand Registration Statement If Shelf Registration Statement Unavailable. If the Company is ineligible to file with the SEC a shelf registration statement on Form S-3 (or successor form) in accordance with Section 2(a), upon the written request of one or more TPG Shareholders (a “Demand Registration”), the Company shall use reasonable best efforts to file promptly a registration statement on Form S-1 (or successor form) (a “Demand Registration Statement”) registering for resale such number of shares of Registrable Securities, as limited by the transfer restrictions described in the applicable subsections of Section 3.2 of the Shareholder Rights Agreement, as applicable, requested to be included in the Demand Registration Statement and have the Demand Registration Statement declared effective under the Securities Act as promptly as practicable. After any Demand Registration Statement has become effective, the Company shall use reasonable best efforts to keep such Demand Registration Statement continuously effective until all of the Registrable Securities covered by such Demand Registration Statement have been sold in accordance with the plan of distribution set forth therein or are no longer outstanding.

(d) Limitations on Demand Registrations. The TPG Shareholders shall be entitled to request a maximum of two (2) Demand Registrations in any three hundred sixty-five (365) day period. A registration shall not count as a Demand Registration until the related Demand Registration Statement has been declared effective by the SEC.

 

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(e) Piggyback Registration. If, at any time following the expiration of the thirty (30) day period beginning on the date hereof, the Company proposes or is required to file a Registration Statement under the Securities Act with respect to an offering of securities of the Company of the Ordinary Shares, whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Securities, which, for the avoidance of doubt, shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, to the TPG Shareholders of its intention to effect such registration and, in the case of each TPG Shareholder, shall include in such registration all of such TPG Shareholder’s Registrable Securities with respect to which the Company has received a written request from such TPG Shareholder for inclusion therein (a “Piggyback Registration” and any such requesting TPG Shareholder that has not withdrawn its Registrable Securities from such Piggyback Registration a “Piggyback Shareholder” with respect to such Piggyback Registration). In the event that a TPG Shareholder makes such written request, such TPG Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any TPG Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as a Demand Registration or Shelf Take-Down to which the TPG Shareholders are entitled.

(f) Selection of Underwriters; Right to Participate. The TPG Shareholders shall have the right to select the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Shelf Take-Down from the Approved Underwriter List, subject to the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. If a Piggyback Registration under Section 2(e) is proposed to be underwritten, the Company shall so advise the TPG Shareholders as a part of the written notice given pursuant to Section 2(e). In such event, the managing underwriter(s) to administer the offering shall be chosen by the Company in its sole discretion. A TPG Shareholder may participate in a registration or offering hereunder only if such TPG Shareholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriters and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested under the terms of such underwriting arrangements customary for selling stockholders to enter into in secondary underwritten public offerings, provided, however, that any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the TPG Shareholders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings.

(g) Priority of Securities Offered Pursuant to Demand Registrations and Shelf Take-Downs. If the managing underwriter(s) of a Demand Registration or Shelf Take-Down shall advise the Company and the TPG Shareholders in writing that, in its good faith opinion, the total number or dollar amount of Ordinary Shares requested to be included in such Demand Registration or Shelf Take-Down exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such Ordinary Shares can be sold, then the Company shall include in such Demand Registration or

 

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Shelf Take-Down the maximum number of Ordinary Shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to Registrable Securities requested by the TPG Shareholders to be included in such Demand Registration or Shelf Take-Down and (ii) second, to any securities requested to be included therein by any other Persons (including the Company), allocated among such Persons on a pro rata basis or in such other manner as they may agree.

(h) Priority of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of Ordinary Shares giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Shareholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of Ordinary Shares proposed to be sold in such offering and Registrable Securities requested by such Piggyback Shareholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such Ordinary Shares can be sold, then the Company shall include in such registration the maximum number of Registrable Securities that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to Ordinary Shares requested to be included by the Company, (ii) second, to Registrable Securities requested by the TPG Shareholders to be included in such Piggyback Registration and (iii) third, any Ordinary Shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many as they may agree.

(i) Postponement; Suspensions; Blackout Period.

(1) The Company may postpone the filing or the effectiveness of a Demand Registration Statement or commencement of a Shelf Take-Down (or suspend the continued use of an effective Demand Registration Statement or Shelf Registration Statement), including requiring the TPG Shareholders to suspend any offerings of Registrable Securities pursuant to this Agreement, (i) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act (subject to the Company’s compliance with its obligations under Section 3(a)(xi) herein), (ii) during the first month after the end of a fiscal quarter of the Company (i.e., January, April, July and October to the extent the Company’s fiscal quarters end on December 31, March 31, June 30 and September 30) if the Company delivers to the TPG Shareholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating that, based on the good faith judgment of the Company, after consultation with outside counsel to the Company, such postponement or suspension is necessary in order to avoid the premature disclosure of material non-public information (including financial results for the preceding fiscal quarter) and the Company has a bona fide business purpose for not disclosing such information publicly at that time or (iii) if, based on the good faith judgment of the Board, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board, after consultation with outside counsel to the Company, has in good faith determined (A) would be required to be made in any Demand Registration

 

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Statement or Shelf Registration Statement so that such Registration Statement does not contain 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 not misleading if such information is not included, (B) such disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement and (C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the TPG Shareholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating the Company may, upon giving prompt written notice (a “Suspension Notice”) of such action to the TPG Shareholders participating in such registration, postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicable (any such postponement or suspension pursuant to Section 2(i)(1)(i), (ii) or (iii), a “Suspension”); provided, however, in each case, that the TPG Shareholder requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, such Demand Registration or Shelf Take-Down shall not count as a Demand Registration or, if applicable, a Shelf Take-Down, involving Substantial Marketing Efforts. The Company shall provide prompt written notice to such TPG Shareholder (an “End of Suspension Notice”) of (i) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (ii) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section, (y) with respect to Section 2(i)(1)(ii), any such Suspension or ability to suspend pursuant to such clause shall terminate on the second trading day after the Company issues an earnings release for the applicable preceding quarter and (z) with respect to Section 2(i)(1)(iii), the Company shall not effect a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf Take-Down more than twice during any twelve-month period or for a period exceeding thirty (30) days in the aggregate in any twelve-month period. No TPG Shareholder shall effect any sales of Ordinary Shares pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice.

(2) Each TPG Shareholder agrees that, except as required by applicable law, it shall treat as confidential the receipt of any Suspension Notice (provided, however, that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by breach of the terms of this Agreement.

(j) Holdback. With respect to any underwritten offering of Registrable Securities, the Company shall not (except as part of a Demand Registration or Shelf Registration), unless waived by the managing underwriter(s), effect any transfer of Ordinary Shares, or any securities convertible into or exchangeable or exercisable for such Ordinary

 

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Shares (except pursuant to a Special Registration), during the Holdback Period. Upon request by the managing underwriter(s), the Company shall, from time to time, enter into customary holdback agreements on terms consistent with this Section 2(j).

Section 3. Registration Procedures.

(a) If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 hereof, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as promptly as practicable:

(i) prepare and file with the SEC (as promptly as reasonably practicable, but no later than forty-five (45) days after a request for a Demand Registration, subject to the postponement provisions herein) the Demand Registration Statement (including a Prospectus therein and any supplement thereto and all exhibits and financial statements required by the SEC to be filed therewith) to effect such registration and, subject to the efforts standard herein, cause such Registration Statement to become effective, and before filing such Registration Statement or any amendments or supplements thereto, provide to the representative(s) on behalf of the TPG Shareholders included in such Registration Statement (to be chosen by the TPG Shareholders) and any managing underwriter(s), copies of all such documents proposed to be filed or furnished, including documents incorporated by reference, and the representative(s) and the managing underwriter(s) and their respective counsel shall have the opportunity to review and comment thereon, and the Company will make such changes and additions thereto as may reasonably be requested by the representative(s) and the managing underwriter(s) and their respective counsel prior to such filing, unless the Company reasonably objects to such changes or additions;

(ii) prepare and file with the SEC such pre- and post-effective amendments and supplements to a Shelf Registration Statement or Demand Registration Statement, and the Prospectus used in connection therewith or any free writing prospectus (as defined in SEC rules) as may be required by applicable securities laws or reasonably requested by the TPG Shareholder or any managing underwriter(s) to maintain the effectiveness of such registration and to comply with the provisions of applicable securities laws with respect to the disposition of all securities covered by such registration statement during the period in which such Registration Statement is required to be kept effective;

(iii) furnish to each TPG Shareholder of the securities being registered and each managing underwriter without charge, such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits other than those which are being incorporated into such Registration Statement by reference and that are publicly available), such number of copies of the Prospectus contained in such Registration Statement and any other Prospectus filed under Rule 424 under the Securities Act in conformity with the

 

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requirements of the Securities Act, and such other documents, as the TPG Shareholders and any managing underwriter(s) may reasonably request;

(iv) use its reasonable best efforts to register or qualify all Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as the TPG Shareholders and any managing underwriter(s) may reasonably request; provided, however, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign company in any jurisdiction where it would not otherwise be required to qualify but for this Section, or to consent to general service of process in any such jurisdiction, or to be subject to any material tax obligation in any such jurisdiction where it is not then so subject;

(v) promptly notify the TPG Shareholders and any managing underwriter(s) at any time when the Company becomes aware that a Prospectus relating thereto 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 any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and, to promptly prepare and furnish without charge to the TPG Shareholders and any managing underwriter(s) 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 such 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 not misleading in the light of the circumstances under which they were made;

(vi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement not later than the effective date of such Registration Statement;

(vii) reasonably cooperate with the TPG Shareholders and any managing underwriter(s) to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, and enable certificates for such Registrable Securities to be issued for such number of shares and registered in such names as the TPG Shareholders and any managing underwriter(s) may reasonably request;

(viii) list all Registrable Securities covered by such Registration Statement on any securities exchange on which any such class of securities is then listed and cause to be satisfied all requirements and conditions of such securities exchange to the listing of such securities that are reasonably within the control of the Company;

(ix) notify each TPG Shareholder and any managing underwriter(s), promptly after it shall receive notice thereof, of the time when such Registration Statement, or any post-effective amendments to the Registration Statement, shall have become effective;

 

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(x) to make available to each TPG Shareholder whose Registrable Securities are included in such Registration Statement and any managing underwriter(s) as soon as reasonably practicable after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, an executed copy of each letter written by or on behalf of the Company to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and any item of correspondence received from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to such Registration Statement, it being understood that each TPG Shareholder receiving such material from the Company shall and shall cause its representatives to keep such materials confidential. The Company will as soon as reasonably practicable notify the TPG Shareholders and any managing underwriter(s) of the effectiveness of such Registration Statement or any post-effective amendment or the filing of the Prospectus supplement contemplated herein. the Company will as soon as reasonably practicable respond reasonably and completely to any and all comments received from the SEC or the staff of the SEC, with a view towards causing such Registration Statement or any amendment thereto to be declared effective by the SEC as soon as reasonably practicable and shall file an acceleration request as soon as reasonably practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review;

(xi) advise each TPG Shareholder and any managing underwriter(s), promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and use all reasonable best efforts to prevent the issuance of any stop order, injunction or other order or requirement or to obtain its withdrawal if such stop order, injunction or other order or requirement should be issued, (B) the suspension of the registration of the subject shares of the Registrable Securities in any state jurisdiction and (C) the removal of any such stop order, injunction or other order or requirement or proceeding or the lifting of any such suspension;

(xii) upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, make available for inspection by one representative on behalf of all TPG Shareholders included in a Registration Statement whose Registrable Securities are included in such registration statement (to be chosen by the TPG Shareholders) and any managing underwriter(s), and any attorney, accountant or other agent retained by any such TPG Shareholder or underwriters, at reasonable times and in a reasonable manner, all pertinent financial and other records and corporate documents of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such TPG Shareholder, sales or placement agent, underwriter, attorney, accountant or agent to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act that is customary for a participant in a securities offering in connection with such registration statement; provided, however, that the foregoing investigation and information gathering shall be

 

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coordinated on behalf of such parties by one firm of counsel designated by and on behalf of such parties;

(xiii) if requested by any TPG Shareholder of Registrable Securities named in such Registration Statement or any managing underwriter(s), promptly incorporate in a Prospectus supplement or post-effective amendment such information as such TPG Shareholder or managing underwriter(s) reasonably requests to be included therein, including, without limitation, with respect to the Registrable Securities being sold by such TPG Shareholder, the purchase price being paid therefor by any underwriters and with respect to any other terms of an underwritten offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

(xiv) reasonably cooperate with each TPG Shareholder and any managing underwriter(s) participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority;

(xv) in the case of an underwritten offering, (A) enter into such customary agreements (including an underwriting agreement in customary form), (B) take all such other customary actions as the managing underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, causing senior management and other the Company personnel to reasonably cooperate with the TPG Shareholder(s) whose Registrable Securities are included in a Registration Statement and the underwriter(s) in connection with performing due diligence) and (C) cause its counsel to issue opinions of counsel addressed and delivered to the underwriter(s) in form, substance and scope as are customary in underwritten offerings, subject to customary limitations, assumptions and exclusions; provided, however, that such recipients furnish such written representations or acknowledgement as are customarily provided by underwriters who receive such opinions; and

(xvi) if requested by the managing underwriter(s) of an underwritten offering, use reasonable best efforts to cause to be delivered, upon the pricing of any underwritten offering, and at the time of closing of a sale of Registrable Securities pursuant thereto, “comfort” letters from the Company’s independent registered public accountants addressed to the underwriter(s) and, with respect to an offering by the TPG Shareholders pursuant to this Agreement, request the delivery of such “comfort” letters at such times addressed to the TPG Shareholders stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by “comfort” letters of the independent registered public accountants delivered in connection with primary underwritten public offerings; provided, however, that such recipients furnish such written representations or acknowledgement as are customarily required to receive such comfort letters.

 

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(b) Subject to the last sentence of this Section 3(b), as a condition precedent to the obligations of the Company to file any Registration Statement, each TPG Shareholder shall furnish in writing to the Company such information regarding such TPG Shareholder (and any of its Affiliates), the Registrable Securities to be sold and the intended method of distribution of such Registrable Securities reasonably requested by the Company as is reasonably necessary or advisable for inclusion in the Registration Statement relating to such offering pursuant to the Securities Act. Notwithstanding the foregoing, in no event will any party be required to disclose to any other party any personally identifiable information or personal financial information in respect of any individual, or confidential information of any Person.

Each TPG Shareholder agrees by acquisition of the Registrable Securities that (i) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(v), such TPG Shareholder shall forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such TPG Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(a)(v); (ii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (A) of Section 3(a)(xi), such TPG Shareholder shall discontinue its disposition of Registrable Securities pursuant to such registration statement until such TPG Shareholder’s receipt of the notice described in clause (C) of Section 3(a)(xi); and (iii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) of Section 3(a)(xi), such TPG Shareholder shall discontinue its disposition of Registrable Securities pursuant to such registration statement in the applicable state jurisdiction(s) until such TPG Shareholder’s receipt of the notice described in clause (C) of Section 3(a)(xi). The length of time that any registration statement is required to remain effective shall be extended by any period of time that such registration statement is unavailable for use pursuant to this paragraph, provided, however, in no event shall any Registration Statement be required to remain effective after the date on which all Registrable Securities cease to be Registrable Securities.

Section 4. Indemnification.

(a) Indemnification by the Company. The Company agrees to indemnify, hold harmless and reimburse, to the fullest extent permitted by law, each TPG Shareholder, its Affiliates, partners, officers, directors, employees, advisors, representatives and agents, and each Person, if any, who controls such TPG Shareholder within the meaning of the Securities Act or the Exchange Act, against any and all losses, penalties, liabilities, claims, damages and expenses, joint or several (including, without limitation, reasonable attorneys’ fees and any expenses and reasonable costs of investigation), as incurred, to which the TPG Shareholders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which such Registrable Securities were registered and sold under the Securities Act, any Prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein 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 or any violation of the Securities Act or state securities laws or

 

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rules thereunder by the Company relating to any action or inaction by the Company in connection with such registration; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, penalty, liability, claim, damage (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged statement or omission or alleged omission made in such Registration Statement, any such Prospectus, amendment or supplement in reliance upon and in conformity with written information about a TPG Shareholder which is furnished to the Company by such TPG Shareholder specifically for use in such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such TPG Shareholder or any indemnified party and shall survive the transfer of such securities by such TPG Shareholder.

(b) Indemnification by the TPG Shareholders. Each TPG Shareholder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4(a)) the Company, each member of the Board, each officer, employee and agent of the Company and each other person, if any, who controls any of the foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such TPG Shareholder furnished to the Company by such TPG Shareholder specifically for inclusion in such Registration Statement, Prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities to the person asserting the claim; provided, however, that TPG Shareholder shall not be liable for any amounts in excess of the net proceeds received by such TPG Shareholder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the TPG Shareholders shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such securities by the Company.

(c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 4, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 4, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, such indemnified party shall permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the

 

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expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party of all liability in respect to such claim or litigation or (ii) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of securities.

(d) Contribution. If the foregoing indemnity is held by a governmental authority of competent jurisdiction to be unavailable to the Company or any TPG Shareholder, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of the loss, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, and the relative benefits received by the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation. In connection with any registration statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and of the indemnified person on the other 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 the indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section, no TPG Shareholder shall be required to contribute an amount greater than the net proceeds received by such TPG Shareholder from sales of Registrable Securities pursuant to the Registration Statement to which the claims relate (after taking into account the amount of damages which such TPG Shareholder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of

 

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material fact made in any Registration Statement or Prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Securities).

(e) No Exclusivity. The remedies provided for in this Section 4 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

Section 5. Covenants Relating to Rule 144. The Company shall use reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and to take such further action as any TPG Shareholder may reasonably request to enable TPG Shareholders to sell Registrable Securities without registration under the Securities Act from time to time within the limitation of the exemptions provided by Rule 144. the Company shall, in connection with any request by TPG Shareholder in connection with a sale, transfer or other disposition by any TPG Shareholder of any Registrable Securities pursuant to Rule 144 either currently or prospectively with unspecified timing, promptly cause (and in no event longer than five Business Days after request) the removal of any restrictive legend or similar restriction on the Registrable Securities, and, in the case of book-entry shares, make or cause to be made appropriate notifications on the books of the Company’s transfer agent for such number of shares and registered in such names as the TPG Shareholders may reasonably request and to provide a customary opinion of counsel and instruction letter required by the Company’s transfer agent.

Section 6. Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the TPG Shareholders, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to the TPG Shareholders hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Section 7. Miscellaneous.

(a) Termination; Survival. The rights of each TPG Shareholder under this Agreement shall terminate upon the date that all of the Registrable Securities held by such TPG Shareholder cease to be Registrable Securities. Notwithstanding the foregoing, the obligations of the parties under Sections 3(a)(viii), 4, 5 and this Section 7 shall survive the termination of this Agreement.

(b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement, whether in law or in equity, whether in contract or in tort, by statute or otherwise, shall be governed and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.

(c) Consent to Jurisdiction; Venue; Waiver of Jury Trial. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan in The City of New York. The parties

 

17

hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune of from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. To the extent not prohibited by applicable law which cannot be waived, each party hereto hereby waives and covenants that it will not assert (whether as plaintiff, defendant or otherwise) any right to trial by jury in any forum in respect of any issue or action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or the subject matter hereof or in any way connected with or related or incidental to the transactions contemplated hereby, in each case whether now existing or hereafter arising. Each party hereto acknowledges that it has been informed by the other parties hereto that this Section 7(c) constitutes a material inducement upon which they are relying and will rely in entering into this Agreement and the transactions contemplated hereby. Any party hereto may file an original counterpart or a copy of this Section 7(c) with any court as written evidence of the consent of each such party to the waiver of its right to trial by jury.

(d) During the period beginning on the date hereof and ending on the two-year anniversary of the date hereof, each TPG Shareholder hereby agrees that it shall not, and it shall cause each of its controlled Affiliates not to, sell or otherwise Transfer (as defined in the Shareholder Rights Agreement) any Ordinary Shares to (i) the Company, or (ii) any person that, to the knowledge of such TPG Shareholder or controlled Affiliate, is buying Ordinary Shares on the Company’s behalf.

(e) Entire Agreement. This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement and the Shareholder Rights Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings, and agreements (including any draft agreements) with respect thereto, whether written or oral, none of which shall be used as evidence of the parties’ intent.

(f) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid and binding unless it is in writing and signed by each of the parties hereto. No waiver of any right or remedy hereunder, to the extent legally allowed, shall be valid unless the same shall be in writing and signed by the party making such waiver. No waiver by any party of any breach or violation of, default under, or inaccuracy in any representation, warranty, covenant, or agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach, violation, default of, or inaccuracy in, any such representation, warranty, covenant, or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Notwithstanding the foregoing, no amendments may be made to this Agreement that adversely affect any TPG Shareholder in a manner different than any other TPG Shareholder without such adversely affected TPG Shareholder’s prior written consent.

 

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(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assignee. A “permitted assignee” means any Affiliate of any TPG Shareholder who executes and delivers to the Company a joinder to this Agreement providing that such assignee shall be bound by and shall fully comply with the terms of this Agreement as a “TPG Shareholder”. Any successor or permitted assignee of any TPG Shareholder shall be deemed a TPG Shareholder for all purposes of this Agreement to the extent such successor or permitted assignee owns Registrable Securities. No TPG Shareholder may assign its rights hereunder to any Person except to any permitted assignee.

(h) Expenses. All Registration Expenses incurred in connection with any Registration Statement under this Agreement shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the TPG Shareholders shall be borne by the TPG Shareholders of the Registrable Securities included in such registration. The obligation of the Company to bear the expenses provided for in this paragraph shall apply irrespective of whether a Registration Statement becomes effective, is withdrawn or suspended, or converted to any other form of registration and irrespective of when any of the foregoing shall occur.

(i) Counterparts; Electronic Signature. This Agreement may be executed and delivered in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by facsimile or .pdf signature by any party and such signature shall be deemed binding for all purposes hereof without delivery of an original signature being thereafter required.

(j) Severability. Any term or provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal, invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the legality, validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. In the event that any provision hereof would, under applicable law, be illegal, invalid or unenforceable in any respect, each party hereto intends that such provision shall be reformed and construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable laws and to otherwise give effect to the intent of the parties hereto.

(k) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by email, in each case to the intended recipient as set forth below:

If to a TPG Shareholder, to the address indicated for such TPG Shareholder in Schedule A hereto with a copy (which shall not constitute notice) to:

 

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Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Facsimile:      (212) 735-2000

Attention:       Sven G. Mickisch

Email:            Sven.Mickisch@skadden.com

Attention:      Jon A. Hlafter

Email:            Jon.Hlafter@skadden.com

If to the Company, as follows:

Assurant Ltd.

28 Liberty Street, 41st Floor

New York, New York 10005

Telephone:     (212) 859-7000

Fax:                (212) 859-7034

Attention:       Carey Roberts

Email:             carey.roberts@assurant.com

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Telephone:     (212) 728-8000

Fax:                (212) 728-8111

Attention:       John M. Schwolsky

                        Laura L. Delanoy

Email:             jschwolsky@willkie.com

                        ldelanoy@willkie.com

Any party may, from time to time, by written notice to the other parties, designate a different address, which shall be substituted for the one specified above for such party.

(l) Specific Performance. The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

 

ASSURANT LTD.
By:  

 

  Name:
  Title:

[Signature Page to Registration Rights Agreement]

TPG SHAREHOLDERS:

 

TPG VI WOLVERINE, LP
By:  

 

  Name:
  Title:
TPG VI WOLVERINE CO-INVEST, LP
By:  

 

  Name:
  Title:

[Signature Page to Registration Rights Agreement]