SHAREHOLDERS AGREEMENTShareholders Agreement • February 29th, 2008 • TPG Asia Advisors V, Inc. • 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.”
TPG IZUMI AIV 1, L.P.TPG Asia Advisors V, Inc. • February 29th, 2008 • Loan brokers • New York
Reference is made to the Investment Agreement by and between NIS Group Co., Ltd. (the “Company”) and TPG Vision Upper I, Ltd. (the “Original Investor”) dated as of December 10, 2007 (the “Investment Agreement”), and the Assignment and Assumption Agreement relating thereto, by and among the Original Investor, TPG Izumi AIV 1, L.P. (the “Investor”) and the other parties thereto dated as of the date hereof, pursuant to which the Investor has agreed to purchase shares of common stock of the Company (the “Shares”).
TPG IZUMI, L.P.TPG Asia Advisors V, Inc. • February 29th, 2008 • Loan brokers • New York
Reference is made to the Investment Agreement by and between NIS Group Co., Ltd. (the “Company”) and TPG Vision Upper I, Ltd. (the “Original Investor”) dated as of December 10, 2007 (the “Investment Agreement”), and the Assignment and Assumption Agreement relating thereto, by and among the Original Investor, TPG Izumi, L.P. (the “Investor”) and the other parties thereto dated as of the date hereof, pursuant to which the Investor has agreed to purchase shares of common stock of the Company (the “Shares”).
Amendment to Investment AgreementInvestment Agreement • February 29th, 2008 • TPG Asia Advisors V, Inc. • Loan brokers
This Amendment to Investment Agreement (this “Amendment”) is entered into as of February 11, 2008 by and between NIS Group Co., Ltd. (“Issuer”) and TPG Vision Upper I, Ltd. (“Subscriber”).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • February 29th, 2008 • TPG Asia Advisors V, Inc. • Loan brokers
This joint filing agreement (this "Agreement") is made and entered into as of this 29th day of February 2008, by and among TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors IV, Inc., TPG Advisors V, Inc., T3 Advisors II, Inc., Tarrant Advisors, Inc., Tarrant Capital Advisors, Inc., TPG Asia Advisors II, Inc., TPG Asia Advisors V, Inc., David Bonderman and James G. Coulter.
INVESTMENT AGREEMENTInvestment Agreement • February 29th, 2008 • TPG Asia Advisors V, Inc. • Loan brokers • New York
This Investment Agreement (this “Agreement”) is entered into as of December 7, 2007 by and between NIS Group Co., Ltd. (“Issuer”) and TPG Vision Upper I, Ltd. (“Subscriber”). The terms which are capitalized herein shall have the meanings set forth in Section 7.1 unless the context shall otherwise require.
WARRANT RIGHTS AGREEMENTWarrant Rights Agreement • February 29th, 2008 • TPG Asia Advisors V, Inc. • Loan brokers
This Warrant Rights Agreement (this “Agreement”) is entered into as of February 18, 2008 by and between NIS Group Co., Ltd. (“Issuer”) and TPG Vision Upper I, Ltd. (“Vision”).
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • February 29th, 2008 • TPG Asia Advisors V, Inc. • Loan brokers • New York
This Amendment to Investment Agreement (this “Amendment”) is entered into as of February 18, 2008 by and between NIS Group Co., Ltd. (“Issuer”) and TPG Vision Upper I, Ltd. (“Subscriber”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 29th, 2008 • TPG Asia Advisors V, Inc. • Loan brokers • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 19, 2008, by and among TPG Izumi AIV 1, L.P., a Delaware limited partnership, TPG Izumi AIV 6, L.P., a Delaware limited partnership, TPG Izumi, L.P., a Cayman Islands limited partnership (collectively, the “Assignees”) and TPG Vision Upper I, Ltd., a Cayman Islands limited liability company (“Vision”).
