REGISTRATION RIGHTS AGREEMENT by and among Cannae Holdings, Inc. and Commonwealth Land Title Insurance Company November 17, 2017Registration Rights Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of November 17, 2017, by and among Cannae Holdings, Inc., a Delaware corporation (“Splitco”) and Commonwealth Land Title Insurance Company, a Florida corporation (“CLTIC”), and is effective as of the date hereof. Certain capitalized terms are defined in Section 1.
VOTING AGREEMENTVoting Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This VOTING AGREEMENT, dated as of November 17, 2017 (this “Agreement”), is by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC., a Delaware corporation (“Splitco”).
TAX MATTERS AGREEMENT by and between FIDELITY NATIONAL FINANCIAL, INC., and CANNAE HOLDINGS, INC, dated as of November 17, 2017Tax Matters Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC. a Delaware corporation and a direct, wholly-owned subsidiary of FNF (“Splitco”).
REVOLVER NOTERevolver Note • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
FOR VALUE RECEIVED, Fidelity National Financial, Inc., a Delaware corporation (the “Lender”), agrees to make loans (each such loan, a “Revolving Loan”) to Cannae Holdings, Inc., a Delaware corporation (the “Borrower”), from time to time in an aggregate amount not to exceed the principal sum of one hundred million United States dollars (US $100,000,000.00) (the “Commitment”), on the terms set forth below.
REORGANIZATION AGREEMENT between FIDELITY NATIONAL FINANCIAL, INC. and CANNAE HOLDINGS, INC. Dated as of November 17, 2017Reorganization Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This REORGANIZATION AGREEMENT (together with all Exhibits hereto, this “Agreement”), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC., a Delaware corporation (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
CORPORATE SERVICES AGREEMENT (Cannae Holdings, Inc.)Corporate Services Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Florida
This Corporate Services Agreement (this “Agreement”) is dated as of November 17, 2017 (the “Effective Date”), by and between Fidelity National Financial, Inc., a Delaware corporation (“PROVIDING PARTY”) and Cannae Holdings, Inc., a Delaware corporation (“Splitco” or “RECEIVING PARTY”). PROVIDING PARTY and Splitco shall be referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
