ADOPTION AGREEMENT
Exhibit 7.6
This Adoption Agreement (this “Adoption”) is executed pursuant to the terms of the Shareholders Agreement, dated as of November 9, 2015, by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and the Stockholders parties thereto, a copy of which is attached hereto (as it may be amended from time to time, the “Shareholders Agreement”), by the transferee (“Transferee”) executing this Adoption. Capitalized terms used and not defined herein shall have the meaning set forth in the Shareholders Agreement. By the execution of this Adoption, Transferee agrees as follows:
1. Acknowledgement. Transferee acknowledges that Transferee is acquiring the Company Common Stock, Class C/D Common Stock and/or other voting or equity securities of the Company (the “Securities”), subject to the terms and conditions of the Shareholders Agreement.
2. Agreement. Transferee (a) agrees that the Securities acquired by Transferee, and any other Securities that may be acquired by Transferee in the future, shall be subject to the terms of the Shareholders Agreement, pursuant and (b) hereby adopts the Shareholders Agreement, and agrees to be bound by all of the terms and conditions thereof, with the same force and effect as if he were originally a party thereto.
3. Notice. Any notice required as permitted by the Shareholders Agreement shall be given to Transferee at the address listed beside Transferee’s signature below.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have duly executed this Adoption Agreement as of April 18, 2017.
AFFINION GROUP HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: EVP & General Counsel
By: ICG Strategic Secondaries II GP LP, its Managing Member
By: ICG Strategic Secondaries Associates II,
LLC, its General Partner
LLC, its General Partner
By: /s/ Xxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxx Xxxxxx
Title: Officer
Transferee’s Address:
ICG STRATEGIC SECONDARIES
000 XxxxxxxxxXxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
