REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2019 • Exeter Finance Corp • Personal credit institutions • New York
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of , 2019, and is between Exeter Finance Corporation, a Delaware corporation (the “Company”), and the Blackstone Holders (as defined below), the Navigation Holders (as defined below) and the other holders of Registrable Securities (as defined below) party hereto. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
FORM OF STOCKHOLDERS’ AGREEMENT DATED AS OF , 2019 AMONG EXETER FINANCE CORPORATION AND THE OTHER PARTIES HERETOStockholders’ Agreement • January 22nd, 2019 • Exeter Finance Corp • Personal credit institutions • Delaware
This Stockholders’ Agreement is entered into as of , 2019 by and among Exeter Finance Corporation, a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
TAX RECEIVABLE AGREEMENT between EXETER FINANCE CORPORATION and THE PERSONS NAMED HEREIN Dated as of [●], [●]Tax Receivable Agreement • January 22nd, 2019 • Exeter Finance Corp • Personal credit institutions • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of [●], [●], and is between Exeter Finance Corporation, a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), each of the undersigned parties, and each of the other persons from time to time party hereto (each such party other than the Corporate Taxpayer and the Continuing Common A Owners Representative (as defined below), a “TRA Party” and together the “TRA Parties”).
Exeter Finance Corporation Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 22nd, 2019 • Exeter Finance Corp • Personal credit institutions • New York
Exeter Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A Stock”) and, at the election of the Underwriters, up to [•] additional shares of Class A Stock, solely to cover over-allotments, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares of Class A Stock and, at the election of the Underwriters, up to [•] additional shares of Class A Stock, solely to cover over-allotments. The aggregate of [•] shares of Class A Stock to be sold by the Company and the Selling Stockholders are herein called t
EXETER FINANCE LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2019Limited Liability Company Agreement • January 22nd, 2019 • Exeter Finance Corp • Personal credit institutions • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Exeter Finance LLC, a Delaware limited liability company (the “Company”), is dated as of , 2019 (the “Effective Date”) and is by and among Exeter Finance Corporation, a Delaware corporation (“IPO Corp”), as the Managing Member, and the other Members whose names are set forth in the books and records of the Company.
