0001193125-13-204833 Sample Contracts

REGISTRATION RIGHTS AGREEMENT dated as of May 7, 2013 between ING U.S., Inc. and ING Groep N.V.
Registration Rights Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York

This Registration Rights Agreement, dated as of May 7, 2013 (this “Agreement”), is between ING U.S., INC., a Delaware corporation (the “Company”) and ING Groep N.V., a public limited liability company formed under the laws of the Netherlands (“ING Group”).

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WARRANT AGREEMENT Dated May 7, 2013 between ING U.S., INC. and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent
Warrant Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York

This Warrant Agreement, dated May 7, 2013 (this “Warrant Agreement”), is between ING U.S., Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent”).

EQUITY ADMINISTRATION AGREEMENT by and between ING GROEP N.V. and ING U.S., INC. Dated as of May 7, 2013
Equity Administration Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York

THIS EQUITY ADMINISTRATION AGREEMENT (the “Agreement”), dated as of May 7, 2013, is by and between ING Groep N.V., a Netherlands corporation (“Group”), and ING U.S., Inc., a Delaware corporation and wholly owned subsidiary of Group (“ING U.S.,” and, together with Group, each, a “Party” and collectively, the “Parties”).

TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT
Transitional Intellectual Property License Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York

This TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of May 7, 2013 (the “Effective Date”), is made and entered into by and among ING Groep N.V., a naamloze vennootschap formed under the laws of The Netherlands (“Group”), and ING U.S., Inc. (“ING U.S.”), a corporation incorporated under the laws of Delaware.

SHAREHOLDER AGREEMENT BETWEEN ING U.S., INC. AND ING GROEP N.V. DATED AS OF May 7, 2013
Shareholder Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York

WHEREAS, ING Group is the indirect owner of all of the issued and outstanding Common Stock (as defined herein) of the Company immediately prior to the date hereof;

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