INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2018 • ELAH Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This Agreement, made and entered into as of the 9th day of May, 2018 (“Agreement”), by and between Elah Holdings, Inc., formerly known as Real Industry, Inc. a Delaware corporation (“Company”), and [●] (“Indemnitee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2018 • ELAH Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 9, 2018, among Elah Holdings, Inc., a Delaware corporation (the “Company”), the Person identified on the signature page hereto under the heading “Designated Investor” (the “Designated Investor”) and the Persons identified on the signature page hereto as the “Other Investors” (collectively, the “Other Investors” and each individually, an “Other Investor” and collectively with the Designated Investor, the “Investors” and each individually, an “Investor”).
STOCKHOLDERS AGREEMENTStockholders Agreement • May 9th, 2018 • ELAH Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of May 9, 2018, among Elah Holdings, Inc., a Delaware corporation (the “Company”), OCM Opps 7b Real Holdings, LLC, a Delaware limited liability company (the “Designated Investor”), OCM Opportunities ALS Holdings, L.P., a Delaware limited partnership (“OCMO”) (solely for purposes of Section 2 and the provisions of Section 4 and Section 5 applicable to OCMO), Opps 7b Opportunities ALS Holdings Ltd., a Cayman exempted company (the “Designated Investor Owner”) (solely for purposes of Section 2 and the provisions of Section 4 and Section 5 applicable to the Designated Investor Owner), and OCM Opportunities Fund VIIb, L.P., a Cayman exempted limited partnership (“Fund VIIb”) (solely for purposes of the provisions of Section 4 and Section 5 applicable to Fund VIIb).
RIGHTS AGREEMENT AMENDMENTRights Agreement Amendment • May 9th, 2018 • ELAH Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This Rights Agreement Amendment, dated as of May 9, 2018 (this “Amendment”), to the Amended and Restated Rights Agreement, dated as of November 2, 2017 (the “Rights Agreement”), is by and between (i) Elah Holdings, Inc., a Delaware corporation (the “Company”), formerly known as Real Industry, Inc. and successor in interest to Fremont General Corporation, and (ii) Computershare Inc., as successor in interest to Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).
ELAH HOLDINGS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2018 • ELAH Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 9, 2018, is made by and among Elah Holdings, Inc. (f/k/a Real Industry, Inc.), a corporation organized under the laws of the State of Delaware (the “Company”), 210/RELY Partners, LP, a Texas limited partnership (the “210 Purchaser”), Goldman Sachs BDC, Inc., a Delaware corporation, Goldman Sachs Private Middle Market Credit LLC, a Delaware limited liability company, and Goldman Sachs Middle Market Lending Corp., a Delaware corporation (individually, a “GS Purchaser,” and collectively, the “GS Purchasers” and, together with the 210 Purchaser, the “Purchasers”).
STOCKHOLDERS AGREEMENTStockholders Agreement • May 9th, 2018 • ELAH Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of May 9, 2018, among Elah Holdings, Inc. (f/k/a Real Industry, Inc.), a Delaware corporation (the “Company”), Aleris Corporation, a Delaware corporation (the “Designated Investor”), and the Persons identified on the signature page hereto as the “Other Investors”1 (collectively, the “Other Investors” and each individually, an “Other Investor” and collectively with the Designated Investor, the “Investors” and each individually, an “Investor”).
