and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of August 1, 2002Deposit Agreement • August 8th, 2008 • Nis Group Co., Ltd. • Loan brokers • New York
SHAREHOLDERS AGREEMENTShareholders Agreement • March 3rd, 2008 • Nis Group Co., Ltd. • Loan brokers • New York
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of February 20, 2008 by and among those shareholders of NIS Group Co., Ltd., a Japanese kabushiki kaisha (the “Company”) listed on Schedule I hereto and that are signatories to this Agreement (collectively, “Management Shareholders”), TPG Izumi AIV 1, L.P., a Delaware limited partnership (“AIV 1”), TPG Izumi AIV 6, L.P., a Delaware limited partnership (“AIV 6”) and TPG Izumi, L.P., a Cayman Islands limited partnership (“Izumi”; collectively with AIV 1 and AIV 6, the “Subscribers”; the Subscribers, the Management Shareholders, and any other party to this Agreement from time to time are collectively referred to as the “Parties”). Each of the Parties to this Agreement and any other Person who shall become a Party to or agree to be bound by the terms of this Agreement after the date hereof is sometimes hereinafter referred to as a “Shareholder.”
JOINT FILING AGREEMENTJoint Filing Agreement • March 3rd, 2008 • Nis Group Co., Ltd. • Loan brokers
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock in NIS Group Co., Ltd., and that this Agreement be included as an Exhibit to such joint filing. The Schedule 13D is being filed on behalf of each of us individually and, by signing below, we each certify that the information contained therein is accurate to the best of our knowledge and belief. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
