REGISTRATION RIGHTS AGREEMENT Dated as of April 9, 2015 by and among HILLTOP HOLDINGS INC. and BARCLAYS CAPITAL INC. and SANDLER O’NEILL & PARTNERS, L.P.Registration Rights Agreement • April 9th, 2015 • Hilltop Holdings Inc. • State commercial banks • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 6, 2015 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 9, 2015 (the “Indenture”), among the Company and U.S. Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (as defined below).
HILLTOP HOLDINGS INC. and U.S. BANK NATIONAL ASSOCIATION, as TrusteeHilltop Holdings Inc. • April 9th, 2015 • State commercial banks • New York
INDENTURE, dated as of April 9, 2015, by and between HILLTOP HOLDINGS INC., a Maryland corporation, as issuer (together with its successors and assigns, the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (as defined below).
