0001193125-16-444109 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2016 • Affinion Group Holdings, Inc. • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of November 9, 2015, is entered into by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”) and the holders listed on Schedule I hereto (each a “Holder” and, collectively, the “Holders”).

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SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC., AND THE STOCKHOLDERS (AS DEFINED HEREIN) DATED AS OF NOVEMBER 9, 2015
Shareholder Agreement • January 29th, 2016 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware

This Shareholders Agreement (this “Agreement”) is made and entered into as of November 9, 2015 (the “Effective Date”) by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and the Stockholders (as defined herein). Capitalized terms used, but not otherwise defined, herein have the meanings set forth in Exhibit A attached hereto and made a part hereof by reference.

CONSULTING AGREEMENT
Consulting Agreement • January 29th, 2016 • Affinion Group Holdings, Inc. • Services-business services, nec • Connecticut

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of November 9, 2015 (the “Effective Date”), is entered into by and between Affinion Group, Inc., a Delaware corporation (the “Company”), and Nathaniel J. Lipman with an address of 624 N. Sierra Drive, Beverly Hills, CA 90210 (the “Consultant”).

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