SPRINGLEAF HOLDINGS, INC. (a Delaware corporation) 20,000,000 Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2013 • Springleaf Holdings, Inc. • Personal credit institutions • New York
Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”) confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) her
STOCKHOLDERS AGREEMENT BY AND AMONG SPRINGLEAF HOLDINGS, INC. AND SPRINGLEAF FINANCIAL HOLDINGS, LLC Dated as of , 2013Stockholders Agreement • October 11th, 2013 • Springleaf Holdings, Inc. • Personal credit institutions • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of , 2013, by and between Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Initial Stockholder”) and Springleaf Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRINGLEAF FINANCIAL HOLDINGS, LLCLimited Liability Company Agreement • October 11th, 2013 • Springleaf Holdings, Inc. • Personal credit institutions • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Company”), effective as of the 9th day of October, 2013 (the “Effective Date”), by and among the Company, the Initial Members and each Person subsequently admitted as a member of the Company (each, including the Initial Members, a “Member” and, collectively, the “Members”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE SPRINGLEAF HOLDINGS, INC.Rsu Award Agreement • October 11th, 2013 • Springleaf Holdings, Inc. • Personal credit institutions • Delaware
This Award Agreement (this “RSU Award Agreement”), dated as of ________ __, 201_ (the “Date of Grant”), is made by and between Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
