TransUnion Holding Company, Inc. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • New York
TransUnion Holding Company, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $600,000.00 in aggregate principal amount of its 9.625% / 10.375% Senior PIK Toggle Notes due 2018. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TRANSUNION HOLDING COMPANY, INC. AND THE STOCKHOLDERS OF TRANSUNION HOLDING COMPANY, INC. SIGNATORIES HERETORegistration Rights Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 30, 2012, by and among TransUnion Holding Company, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), the Advent Investors (as hereinafter defined), the GS Investors (as hereinafter defined, and together with the Advent Investors, the “Investors”), the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto (together with their respective Permitted Transferees (as defined in the Management Stockholders’ Agreement), the “Key Individuals”) and any other Person who becomes a party hereto.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • Delaware
This Director Indemnification Agreement (this “Agreement”), made and entered into as of the 30th day of April, 2012, by and between TransUnion Holding Company, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. General Interpretive Principles 9 ARICLE II REPRESENTATIONS AND WARRANTIES 10 Section 2.1. Representations and Warranties of the Stockholders 10 Section 2.2. Entitlement of the...Stockholders' Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • Delaware
This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”) is made as of April 30, 2012, among (i) TransUnion Holding Company, Inc., a Delaware corporation (the “Parent”); (ii) the members of the management of Parent or of TransUnion Corp. (the “Company”) or other key Persons associated with the Company or the Parent and that are signatories hereto (the “Initial Key Individuals”), (iii) any other Person who becomes a party hereto pursuant to Article VI (each a “Stockholder” and, collectively, with the Initial Key Individuals, the “Stockholders”); and (iv) for purposes of Section 3.3, Section 3.4 and Articles IV and VII only, the GS Investors and the Advent Investor (each as herein defined) (together, the “Sponsor Investors”).
Page ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 8 ARTICLE II REPRESENTATIONS AND WARRANTIES 8 Section 2.1. Representations and Warranties of the Stockholders 8 Section 2.2. Entitlement of the Parent...Major Stockholders’ Agreement • July 31st, 2012 • TransUnion Holding Company, Inc. • Delaware
This MAJOR STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of April 30, 2012, among (i) TransUnion Holding Company, Inc., a Delaware corporation (the “Parent”); (ii) the Advent Investor (as hereinafter defined) and (iii) the GS Investors (as hereinafter defined, and together with the Advent Investor, the “Investors”), and any other Person who becomes a party hereto pursuant to Article VIII (each a “Stockholder” and, collectively, the “Stockholders”).
