Fundamental Change Repurchase Notice. APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ __________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. ASSIGNMENT FORM APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, the undersigned Holder of the within Convertible Preferred Stock assigns to: Name: Address: Social security or tax identification number: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: EXHIBIT B FORM OF 144A RESTRICTED STOCK LEGEND THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. EXHIBIT C FORM OF RESTRICTED STOCK LEGEND THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT: (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT D FORM OF GLOBAL CERTIFICATE LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION RELATED TO THIS SECURITY FILED BY THE ISSUER ON [•], 2021 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME). EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG API GROUP CORPORATION, [ 🌑 ] AND [ 🌑 ] Dated as of [ 🌑 ], 2021 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Article II Company Registration 4 Section 2.1 Notice of Registration 4 Section 2.2 Underwriting 5 Section 2.3 Right to Terminate Registration 6 Article III Additional Provisions Regarding Registration Rights 6 Section 3.1 Registration Procedures 6 Section 3.2 Limitation on Subsequent Registration Rights 9 Section 3.3 Expenses of Registration 9 Section 3.4 Information by Holders 9 Section 3.5 Rule 144 Reporting 10 Section 3.6 “Market Stand-Off” Agreement 10 Article IV Indemnification 11 Section 4.1 Indemnification by Company 11 Section 4.2 Indemnification by Holders 12 Section 4.3 Notification 13 Section 4.4 Contribution 13 Article V Transfer and Termination of Registration Rights 14 Section 5.1 Transfer of Registration Rights 14 Section 5.2 Termination of Registration Rights 14 Article VI Miscellaneous 14 Section 6.1 Counterparts 14 Section 6.2 Governing Law. 14 Section 6.3 Entire Agreement; No Third Party Beneficiary 15 Section 6.4 Expenses 15 Section 6.5 Notices 16 Section 6.6 Successors and Assigns 17 Section 6.7 Headings 17 Section 6.8 Amendments and Waivers 17 Section 6.9 Interpretation; Absence of Presumption 17 Section 6.10 Severability 18 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ 🌑 ], 2021, by and among APi Group Corporation, a Delaware corporation (including its successors and permitted assigns, the “Company”), and [ 🌑 ], a [Delaware limited partnership] and [ 🌑 ], a [Delaware limited partnership] (the “Investors” and each an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. This Agreement is entered into in connection with the closing of the issuance of [ 🌑 ] shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as of [ 🌑 ], 2021, by and among the Company and the Investors (the “Securities Purchase Agreement”). As a condition to each of the parties’ obligations under the Securities Purchase Agreement, the Company and the Investors are entering into this Agreement for the purpose of granting certain registration rights to the Investors. In consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Appears in 1 contract
Fundamental Change Repurchase Notice. APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject To: ICONIX BRAND GROUP, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Iconix Brand Group, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Certificate of Designation, by executing Note and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of Indenture referred to in the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ __________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before Note at the Fundamental Change Repurchase Price and Fundamental Change Make-Whole Amount, if any, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be redeemed (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Note in every particular, without any alteration or change whatsoever. EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED NOTES Re: 5.75]% Convertible Senior Subordinated Secured Second Lien Notes Due 2023 (the “Notes”) of Iconix Brand Group, Inc. This certificate relates to $[ ] principal amount of Notes owned in (check applicable box) book-entry or definitive form by [ ] (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in Section 2.13 of the Indenture dated as of February 22, 2018 between, among others, Iconix Brand Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), and the transfer of such Note is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box): Such Note is being acquired for the Transferor’s own account, without transfer. Such Note is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. Such security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Note will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Notes in the form of beneficial interests in a Global Note which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be paidmade pursuant to Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A). Date: (Legal Insert Name of HolderTransferor) By: Name: Title: * Must be a whole number. ASSIGNMENT FORM APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, the undersigned Holder of the within Convertible Preferred Stock assigns to: Name: Address: Social security or tax identification number: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: EXHIBIT B C FORM OF 144A RESTRICTED STOCK LEGEND THE SALE OF THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDSECURITIES LAWS, SOLDAND, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITYACCORDINGLY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIESFREE TRADE DATE(AS DEFINED BELOW), THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (IBENEFICIAL INTEREST HEREIN) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. EXHIBIT C FORM OF RESTRICTED STOCK LEGEND THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD RESOLD OR OTHERWISE TRANSFERRED TRANSFERRED, EXCEPT: (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT D FORM OF GLOBAL CERTIFICATE LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION RELATED TO THIS SECURITY FILED BY THE ISSUER ON [•], 2021 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME). EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG API GROUP CORPORATION, [ 🌑 ] AND [ 🌑 ] Dated as of [ 🌑 ], 2021 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Article II Company Registration 4 Section 2.1 Notice of Registration 4 Section 2.2 Underwriting 5 Section 2.3 Right to Terminate Registration 6 Article III Additional Provisions Regarding Registration Rights 6 Section 3.1 Registration Procedures 6 Section 3.2 Limitation on Subsequent Registration Rights 9 Section 3.3 Expenses of Registration 9 Section 3.4 Information by Holders 9 Section 3.5 Rule 144 Reporting 10 Section 3.6 “Market Stand-Off” Agreement 10 Article IV Indemnification 11 Section 4.1 Indemnification by Company 11 Section 4.2 Indemnification by Holders 12 Section 4.3 Notification 13 Section 4.4 Contribution 13 Article V Transfer and Termination of Registration Rights 14 Section 5.1 Transfer of Registration Rights 14 Section 5.2 Termination of Registration Rights 14 Article VI Miscellaneous 14 Section 6.1 Counterparts 14 Section 6.2 Governing Law. 14 Section 6.3 Entire Agreement; No Third Party Beneficiary 15 Section 6.4 Expenses 15 Section 6.5 Notices 16 Section 6.6 Successors and Assigns 17 Section 6.7 Headings 17 Section 6.8 Amendments and Waivers 17 Section 6.9 Interpretation; Absence of Presumption 17 Section 6.10 Severability 18 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ 🌑 ], 2021, by and among APi Group Corporation, a Delaware corporation (including its successors and permitted assigns, the “Company”), and [ 🌑 ], a [Delaware limited partnership] and [ 🌑 ], a [Delaware limited partnership] (the “Investors” and each an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. This Agreement is entered into in connection with the closing of the issuance of [ 🌑 ] shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as of [ 🌑 ], 2021, by and among the Company and the Investors (the “Securities Purchase Agreement”). As a condition to each of the parties’ obligations under the Securities Purchase Agreement, the Company and the Investors are entering into this Agreement for the purpose of granting certain registration rights to the Investors. In consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Appears in 1 contract
Samples: Indenture (Iconix Brand Group, Inc.)
Fundamental Change Repurchase Notice. APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject To: PROLOGIS The undersigned registered owner of this Security hereby acknowledges receipt of a notice from ProLogis (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms of the Certificate of DesignationIndenture referred to in this Security, by executing and delivering this Fundamental Change Repurchase Notice, to the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect registered holder hereof. Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (check oneif less than all): ☐ all of the shares of Convertible Preferred Stock ☐ $__________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. ,000 NOTICE: The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. ASSIGNMENT FORM APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms above signatures of the Certificate of Designation, holder(s) hereof must correspond with the undersigned Holder name as written upon the face of the within Convertible Preferred Stock assigns to: Name: Address: Social Security in every particular without alteration or enlargement or any change whatever. Exh. A-14 FORM OF ASSIGNMENT AND TRANSFER For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or tax identification number: Taxpayer Identification Number of assignee) the within Convertible Preferred Stock Security, and all rights thereunder hereby irrevocably appoints: as agent constitutes and appoints attorney to transfer the within Convertible Preferred Stock said Security on the books of the CorporationCompany, with full power of substitution in the premises. The agent may substitute another to act for him/her. DateDated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (Legal Name of Holderbanks, stock brokers, savings and loan associations and credit unions) By: Name: Title: EXHIBIT B FORM OF 144A RESTRICTED STOCK LEGEND THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. EXHIBIT C FORM OF RESTRICTED STOCK LEGEND THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT: (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT D FORM OF GLOBAL CERTIFICATE LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION RELATED TO THIS SECURITY FILED BY THE ISSUER ON [•], 2021 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME). EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG API GROUP CORPORATION, [ 🌑 ] AND [ 🌑 ] Dated as of [ 🌑 ], 2021 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Article II Company Registration 4 Section 2.1 Notice of Registration 4 Section 2.2 Underwriting 5 Section 2.3 Right to Terminate Registration 6 Article III Additional Provisions Regarding Registration Rights 6 Section 3.1 Registration Procedures 6 Section 3.2 Limitation on Subsequent Registration Rights 9 Section 3.3 Expenses of Registration 9 Section 3.4 Information by Holders 9 Section 3.5 Rule 144 Reporting 10 Section 3.6 “Market Stand-Off” Agreement 10 Article IV Indemnification 11 Section 4.1 Indemnification by Company 11 Section 4.2 Indemnification by Holders 12 Section 4.3 Notification 13 Section 4.4 Contribution 13 Article V Transfer and Termination of Registration Rights 14 Section 5.1 Transfer of Registration Rights 14 Section 5.2 Termination of Registration Rights 14 Article VI Miscellaneous 14 Section 6.1 Counterparts 14 Section 6.2 Governing Law. 14 Section 6.3 Entire Agreement; No Third Party Beneficiary 15 Section 6.4 Expenses 15 Section 6.5 Notices 16 Section 6.6 Successors and Assigns 17 Section 6.7 Headings 17 Section 6.8 Amendments and Waivers 17 Section 6.9 Interpretation; Absence of Presumption 17 Section 6.10 Severability 18 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ 🌑 ], 2021, by and among APi Group Corporation, a Delaware corporation (including its successors and permitted assigns, the “Company”), and [ 🌑 ], a [Delaware limited partnership] and [ 🌑 ], a [Delaware limited partnership] (the “Investors” andwith membership in each an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. This Agreement is entered into in connection with the closing of the issuance of [ 🌑 ] shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common approved signature guarantee medallion program Stock, pursuant to the Securities Purchase Agreement, dated as of [ 🌑 ], 2021, by and among the Company and the Investors (the “Securities Purchase Agreement”). As a condition to each of the parties’ obliRule 17Ad-15 gations under the Securities Purchase AExchange Act of 1934, as amended, if Common Shares are to be issued, or Securities to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the conversion noticegreement, the Compoption to elect repurchase upon a Fundamental Change, any and the Investors are entering into this AgreemPut Right Notice, or ent for the purpose of granting certain registration riassignment must correspond with ghts to the Investors. In considname as written upon the face eration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as Security in every particular without alteration or enlargement or any change whatever.follows:
Appears in 1 contract
Samples: Supplemental Indenture (Prologis)
Fundamental Change Repurchase Notice. APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ __________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. To: PROLOGIS The undersigned registered owner of this Security hereby acknowledges that Certificate identified abovereceipt of a notice from ProLogis, duly endorsed for transfer, must to be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: known as Prologis (Legal Name of Holder) By: Name: Title: * Must be a whole number. ASSIGNMENT FORM APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, the undersigned Holder of the within Convertible Preferred Stock assigns to: Name: Address: Social security or tax identification number: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: EXHIBIT B FORM OF 144A RESTRICTED STOCK LEGEND THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. EXHIBIT C FORM OF RESTRICTED STOCK LEGEND THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT: (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT D FORM OF GLOBAL CERTIFICATE LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION RELATED TO THIS SECURITY FILED BY THE ISSUER ON [•], 2021 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME). EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG API GROUP CORPORATION, [ 🌑 ] AND [ 🌑 ] Dated as of [ 🌑 ], 2021 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Article II Company Registration 4 Section 2.1 Notice of Registration 4 Section 2.2 Underwriting 5 Section 2.3 Right to Terminate Registration 6 Article III Additional Provisions Regarding Registration Rights 6 Section 3.1 Registration Procedures 6 Section 3.2 Limitation on Subsequent Registration Rights 9 Section 3.3 Expenses of Registration 9 Section 3.4 Information by Holders 9 Section 3.5 Rule 144 Reporting 10 Section 3.6 “Market Stand-Off” Agreement 10 Article IV Indemnification 11 Section 4.1 Indemnification by Company 11 Section 4.2 Indemnification by Holders 12 Section 4.3 Notification 13 Section 4.4 Contribution 13 Article V Transfer and Termination of Registration Rights 14 Section 5.1 Transfer of Registration Rights 14 Section 5.2 Termination of Registration Rights 14 Article VI Miscellaneous 14 Section 6.1 Counterparts 14 Section 6.2 Governing Law. 14 Section 6.3 Entire Agreement; No Third Party Beneficiary 15 Section 6.4 Expenses 15 Section 6.5 Notices 16 Section 6.6 Successors and Assigns 17 Section 6.7 Headings 17 Section 6.8 Amendments and Waivers 17 Section 6.9 Interpretation; Absence of Presumption 17 Section 6.10 Severability 18 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ 🌑 ], 2021, by and among APi Group Corporation, a Delaware corporation (including its successors and permitted assigns, the “Company”), and [ 🌑 ], a [Delaware limited partnership] and [ 🌑 ], a [Delaware limited partnership] (the “Investors” and each an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. This Agreement is entered into in connection with the closing of the issuance of [ 🌑 ] shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common Stock, puas rsuant to the Securities Purchase Agreement, daoccurrence ted as of [ 🌑 ], 2021, by ana Fundamental Change with respect to d among the Comprequests and instructs any and the InCompany to repay the entire principal amount of this Security, or the portion thereof vwhich is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with estors (the “Securities Purchase Agreement”). As a condition terms to each of the parties’ obliIndenture referred to in this Security, to the registered holder hereof. Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $___,000 NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT AND TRANSFER For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Security, and hereby irrevocably constitutes and appoints attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 gations under the Securities Purchase AExchange Act of 1934, as amended, if Common Shares are to be issued, or Securities to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the conversion noticegreement, the Compoption to elect repurchase upon a Fundamental Change, any and the Investors are entering into this AgreemPut Right Notice, or ent for the purpose of granting certain registration riassignment must correspond with ghts to the Investors. In considname as written upon the face eration of the pSecurity in every particular without alteration or enlargement or any change whatever. C-Exh A-14 ANNEX D 3.25% Convertible Senior Notes due 2015 Originally issued March 16, 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Relation to Base Indenture 1 Section 1.02 Definitions 1 ARTICLE II ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 5 Section 2.01 Designation remises and the mutual represeAmount 5 Section 2.02 Form of Notes 5 Section 2.03 Date and Denomination of Notes; Payments of Interest 6 Section 2.04 Intentionally Omitted 7 Section 2.05 Executionntations, waAuthentication and Delivery of Notes 7 Section 2.06 Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 7 Section 2.07 Additional Notes; Repurchases 8 Section 2.08 No Sinking Fund 8 Section 2.09 Ranking 8 ARTICLE III REDEMPTION 8 Section 3.01 Right to Redeem 8 Section 3.02 Selection of Notes to be Redeemed 9 Section 3.03 Notice of Redemption 9 ARTICLE IV PARTICULAR COVENANTS OF THE COMPANY 9 Section 4.01 Payment of Principal and Interest 9 Section 4.02 Maintenance of Office or Agency for Exchange Agent 10 Section 4.03 Intentionally Omitted 10 Section 4.04 Intentionally Omitted 10 Section 4.05 Exclusion of Certain Provisions From Base Indenture 10 ARTICLE V DEFAULTS AND REMEDIES 10 Section 5.01 Events of Default 10 Section 5.02 Article Five of Base Indenture 11 ARTICLE VI SUPPLEMENTAL INDENTURES 11 Section 6.01 Supplemental Indentures Without Consent of Noteholders 11 Section 6.02 Modification and Amendment with Consent of Noteholders 11 TABLE OF CONTENTS (continued) Page Section 6.03 Effect of Supplemental Indentures 11 Section 6.04 Article Nine of Base Indenture 12 ARTICLE VII CONSOLIDATIONrranties, coMERGER, SALE, CONVEYANCE AND LEASE 12 Section 7.01 Company May Consolidate, Etc. on Certain Terms 12 ARTICLE VIII EXCHANGE OF NOTES 12 Section 8.01 Exchange Privilege 12 Section 8.02 Exchange Procedures 13 Section 8.03 Reserved 16 Section 8.04 Adjustment of Exchange Rate 16 Section 8.05 Sufficient Shares to be Delivered 24 Section 8.06 Effect of Reclassification, Consolidation, Merger or Sale 24 Section 8.07 Certain Covenants 25 Section 8.08 Responsibility of Trustee 25 Section 8.09 Notice to Holders Prior to Certain Actions 26 Section 8.10 Stockholder Rights Plans 27 Section 8.11 Ownership Limit 27 ARTICLE IX REPURCHASE OF NOTES AT OPTION OF HOLDERS 27 Section 9.01 Intentionally Omitted 27 Section 9.02 Repurchase at Option of Holders Upon a Fundamental Change 27 ARTICLE X MISCELLANEOUS PROVISIONS 30 Section 10.01 Ratification of Base Indenture 30 Section 10.02 Provisions Binding on Company’s Successors 31 Section 10.03 Official Acts by Successor Corporation 31 Section 10.04 Addresses for Notices, Etc 31 Section 10.05 Governing Law 31 Section 10.06 Non-Business Day 31 Section 10.07 Benefits of Indenture 31 Section 10.08 Table of Contents, Headings, Etc 32 Section 10.09 Execution in Counterparts 32 TABLE OF CONTENTS (continued) Page Section 10.10 Trustee 32 Section 10.11 Further Instruments venants and agreements contained herein, and for other good and valuable consideration, the receipt and suffActs 32 Section 10.12 Waiver iciency of which is hereby acknowledged, the parties agree as Jury Trial 32 Section 10.13 Force Majeure 32 3.25% Convertible Senior Notes due 2015follows:
Appears in 1 contract
Fundamental Change Repurchase Notice. APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ __________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. ASSIGNMENT FORM APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, the undersigned Holder of the within Convertible Preferred Stock assigns to: Name: Address: Social security or tax identification number: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: EXHIBIT B FORM OF 144A RESTRICTED STOCK LEGEND THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. EXHIBIT C FORM OF RESTRICTED STOCK LEGEND THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT: (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT D FORM OF GLOBAL CERTIFICATE LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION RELATED TO THIS SECURITY FILED BY THE ISSUER ON [•], 2021 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME). EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG API GROUP CORPORATION, [ 🌑● ] AND [ 🌑 ] Dated as of [ ● 🌑 ], 2021 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Article II Company Registration 4 Section 2.1 Notice of Registration 4 Section 2.2 Underwriting 5 Section 2.3 Right to Terminate Registration 6 Article III Additional Provisions Regarding Registration Rights 6 Section 3.1 Registration Procedures 6 Section 3.2 Limitation on Subsequent Registration Rights 9 Section 3.3 Expenses of Registration 9 Section 3.4 Information by Holders 9 Section 3.5 Rule 144 Reporting 10 Section 3.6 “Market Stand-Off” Agreement 10 Article IV Indemnification 11 Section 4.1 Indemnification by Company 11 Section 4.2 Indemnification by Holders 12 Section 4.3 Notification 13 Section 4.4 Contribution 13 Article V Transfer and Termination of Registration Rights 14 Section 5.1 Transfer of Registration Rights 14 Section 5.2 Termination of Registration Rights 14 Article VI Miscellaneous 14 Section 6.1 Counterparts 14 Section 6.2 Governing Law. 14 Section 6.3 Entire Agreement; No Third Party Beneficiary 15 Section 6.4 Expenses 15 Section 6.5 Notices 16 Section 6.6 Successors and Assigns 16 17 Section 6.7 Headings 17 Section 6.8 Amendments and Waivers 17 Section 6.9 Interpretation; Absence of Presumption 17 Section 6.10 Severability 18 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [● 🌑 ], 2021, by and among APi Group Corporation, a Delaware corporation (including its successors and permitted assigns, the “Company”), and ● [ 🌑 ], a [Delaware limited partnership] and● [ 🌑 ], a [Delaware limited partnership] (the “Investors” and each an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. This Agreement is entered into in connection with the closing of the issuance o● f [ 🌑 ] shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as ● of [ 🌑 ], 2021, by and among the Company and the Investors (the “Securities Purchase Agreement”). As a condition to each of the parties’ obligations under the Securities Purchase Agreement, the Company and the Investors are entering into this Agreement for the purpose of granting certain registration rights to the Investors. In consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Appears in 1 contract
Fundamental Change Repurchase Notice. APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – Floor 7W New York, NY 10286 Attn: Corporate Trust Administration – Gain Holdings, Inc. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from GAIN Capital Holdings, Inc. (the “Company”) as to the terms occurrence of a Fundamental Change with respect to the Certificate of Designation, by executing Company and delivering this specifying the Fundamental Change Repurchase Notice, Date and requests and instructs the undersigned Company to pay to the Holder hereof in accordance with the applicable provisions of the Convertible Preferred Stock identified Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is equal to $1,000 principal amount or an integral multiple of $1,000 in excess thereof) below is exercising its designated, and (2) if such Fundamental Change Repurchase Right with respect Date does not occur during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Principal amount to be repaid (check oneif less than all): ☐ all of the shares of Convertible Preferred Stock ☐ $ ,000 Signature Guaranteed __________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) ___ Participant in a Recognized Signature Guarantee Medallion Program Guarantee Medallion Program By: NameAuthorized Signatory [Include for Global Note] SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE Initial Principal Amount of Global Note: Title: * Must be a whole number. ASSIGNMENT FORM APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms $[ ] Date Amount of the Certificate Increase in Principal Amount of Designation, the undersigned Holder Global Note Amount of the within Convertible Preferred Stock assigns to: Name: Address: Social security Decrease in Principal Amount of Global Note Principal Amount of Global Note After Increase or tax identification number: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: Decrease Notation by Registrar or Note Custodian EXHIBIT B FORM OF 144A RESTRICTED STOCK LEGEND THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933TRANSFER CERTIFICATE GAIN CAPITAL HOLDINGS, AS AMENDED INC. 4.125% CONVERTIBLE SENIOR NOTES DUE [ ]66 Transfer Certificate In connection with any transfer of any of this Note, the undersigned registered owner of this Note hereby certifies, with respect to $[ ] principal amount of the above-captioned Notes presented or surrendered on the date hereof (THE the “SECURITIES ACTSurrendered Note”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFEREDfor registration of transfer, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (1) REPRESENTS THAT (A) IT IS A each such transaction being a “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATETransfer”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY that such Transfer complies with the restrictive legend set forth on the face of the Surrendered Note for the reason checked below: o The Transfer of the Surrendered Note is being made to the Company or a Subsidiary thereof; or o The Transfer of the Surrendered Note is being made pursuant to an effective registration statement under the Securities Act; or o The Transfer of the Surrendered Note is being made pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Date: By: (AIf the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGENDSignature Guaranteed _______________________________________ Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory 66 To be the year in which the Maturity Date falls. EXHIBIT C [FORM OF RESTRICTED STOCK LEGEND THE OFFER AND SALE OF LEGEND] THIS SECURITY HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT: (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT D FORM OF GLOBAL CERTIFICATE LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE CERTIFICATE ACQUIRER AGREES FOR THE BENEFIT OF DESIGNATION RELATED TO GAIN CAPITAL HOLDINGS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY FILED BY THE ISSUER ON [•]OR ANY BENEFICIAL INTEREST HEREIN, 2021 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME). EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG API GROUP CORPORATION, [ 🌑 ] AND [ 🌑 ] Dated as of [ 🌑 ], 2021 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Article II Company Registration 4 Section 2.1 Notice of Registration 4 Section 2.2 Underwriting 5 Section 2.3 Right to Terminate Registration 6 Article III Additional Provisions Regarding Registration Rights 6 Section 3.1 Registration Procedures 6 Section 3.2 Limitation on Subsequent Registration Rights 9 Section 3.3 Expenses of Registration 9 Section 3.4 Information by Holders 9 Section 3.5 Rule 144 Reporting 10 Section 3.6 “Market Stand-Off” Agreement 10 Article IV Indemnification 11 Section 4.1 Indemnification by Company 11 Section 4.2 Indemnification by Holders 12 Section 4.3 Notification 13 Section 4.4 Contribution 13 Article V Transfer and Termination of Registration Rights 14 Section 5.1 Transfer of Registration Rights 14 Section 5.2 Termination of Registration Rights 14 Article VI Miscellaneous 14 Section 6.1 Counterparts 14 Section 6.2 Governing Law. 14 Section 6.3 Entire Agreement; No Third Party Beneficiary 15 Section 6.4 Expenses 15 Section 6.5 Notices 16 Section 6.6 Successors and Assigns 17 Section 6.7 Headings 17 Section 6.8 Amendments and Waivers 17 Section 6.9 Interpretation; Absence of Presumption 17 Section 6.10 Severability 18 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ 🌑 ], 2021, by and among APi Group Corporation, a Delaware corporation (including its successors and permitted assigns, the “Company”), and [ 🌑 ], a [Delaware limited partnership] and [ 🌑 ], a [Delaware limited partnership] (the “Investors” and each an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. This Agreement is entered into in connection with the closing of the issuance of [ 🌑 ] shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as of [ 🌑 ], 2021, by and among the Company and the Investors (the “Securities Purchase Agreement”). As a condition to each of the parties’ obligations under the Securities Purchase Agreement, the Company and the Investors are entering into this Agreement for the purpose of granting certain registration rights to the Investors. In consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree asEXCEPT follows:
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