Exhibit 4.1

STOCKHOLDER RIGHTS AGREEMENT

by and among

ASSURANT, INC.

and

THE TPG STOCKHOLDERS

Dated as of May 31, 2018

TABLE OF CONTENTS

STOCKHOLDER RIGHTS AGREEMENT

This STOCKHOLDER RIGHTS AGREEMENT, dated as of May 31, 2018 (this “ Agreement ”), is by and among Assurant, Inc., a Delaware corporation (the “ Company ”), and the undersigned Stockholders of the Company.

WHEREAS, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of January 8, 2018 (the “ Merger Agreement ”), by and among the Company, Spartan Merger Sub, Ltd., a Bermuda exempted company and a wholly-owned subsidiary of the Company (“ Merger Sub ”), TWG Holdings Limited, a Bermuda exempted company (“ TWG ”), TWG Re, Ltd., a corporation incorporated in the Cayman Islands (“ TWG Re ”) and Arbor Merger Sub, Inc. a Delaware Corporation and a wholly-owned subsidiary of TWG (solely for purposes of Article III and Article VIII thereof), as amended by that certain letter agreement, dated as of the date hereof, by and among the Company, Merger Sub, TWG and TWG Re, upon the Closing (as defined in the Merger Agreement), Merger Sub merged with and into TWG, with TWG surviving such merger as a wholly-owned subsidiary of the Company;

WHEREAS, upon the Closing, the undersigned Stockholders of the Company, being former shareholders of TWG, became entitled to receive the a portion of the Aggregate Consideration (as defined in the Merger Agreement), including a portion of the Aggregate Share Consideration Number which, as of the date hereof, based on the number of shares outstanding at May 3, 2018 as set forth in the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2018 and the shares issued in connection with the Closing, represents approximately fifteen and ninety-six hundredths percent (15.96%) of the issued and outstanding shares of Company Common Stock;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and the undersigned Stockholders of the Company are executing and delivering a Registration Rights Agreement (the “ Registration Rights Agreement ”), which grants certain registration rights to such undersigned Stockholders of the Company; and

WHEREAS, the parties hereto desire to enter into this Agreement to establish certain arrangements with respect to the shares of Company Common Stock that are Beneficially Owned by the TPG Stockholders at and following the Closing, as well as restrictions on certain activities in respect of such shares of Company Common Stock and certain agreements relating to corporate governance and other related corporate matters.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

As used herein, the following terms shall have the following meanings:

(a) “ Action ” means any claim, action, demand, suit, audit, arbitration, summons, subpoena or investigation by or before any governmental authority or arbitration tribunal.

(b) “ Activist Investor ” means, as of any date of determination, any Person identified on the most-recently available “SharkWatch 50” list as of such date, or any publicly-disclosed Affiliate of such Person.

(c) “ Affiliate ” shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided that no portfolio company of the funds or managed investment accounts under common control with TPG Global, LLC shall be considered an Affiliate of any TPG Stockholder. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(d) “ Applicable Law ” means any domestic or foreign federal or state statute, law, ordinance, rule, administrative code, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, policy, ordinance, decision, guideline or other requirement.

(e) “ Applicable Lock-Up Shares ” means (i) for purposes of Section 3.2(a), all of the Subject Shares and (ii) for purposes of Section 3.2(b), one-half of the Subject Shares.

(f) “ Beneficial Ownership ” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Commission under the Exchange Act. For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates or any Group of which such Person or any such Affiliate is or becomes a member. The terms “Beneficially Own” and “Beneficially Owned” shall have correlative meanings to “Beneficial Ownership.”

(g) “ Board ” means the Board of Directors of the Company.

(h) “ Commission ” means the U.S. Securities and Exchange Commission.

(i) “ Company Bylaws ” means the Bylaws of the Company.

(j) “ Company Competitors ” means any competitor of the Company who is listed on Exhibit A hereto, as such Exhibit may be updated from time to time by the Company acting in good faith, subject to the prior written consent of the TPG Stockholders (such consent not to be unreasonably withheld, conditioned or delayed).

(k) “ Company Common Stock ” means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

(l) “ Directors ” means the directors of the Company.

(m) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder.

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(n) “ Group ” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

(o) “ Initial TPG Directors ” has the meaning given to such term in Section 2.1(b).

(p) “ Permitted Transfer ” means any Transfer by any TPG Stockholder to any Permitted Transferee of any TPG Stockholder if such Permitted Transferee agrees to be bound by the terms of this Agreement as a “TPG Stockholder” pursuant to a joinder agreement in substantially the form attached hereto as Exhibit B .

(q) “ Permitted Transferee ” means, with respect to any Person, (i) the direct or indirect partners (including limited partners), members, equity holders or other Affiliates of such Person or (ii) any of such Person’s related investment funds or vehicles controlled or managed by such Person or any Affiliate of such Person.

(r) “ Person ” means any individual, corporation, limited liability company, limited or general partnership, association, joint-stock company, trust, unincorporated organization, other entity, or government or any agency or political subdivision thereof.

(s) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder.

(t) “ Subject Shares ” means all of the shares of Company Common Stock that, as of the date hereof, are Beneficially Owned by any TPG Stockholder or any Affiliate of any TPG Stockholder.

(u) “ Transfer ” means to (a) transfer, assign, sell, offer to sell, hypothecate, grant any option to purchase, otherwise dispose of or enter into any contract or agreement to do any of the foregoing, directly or indirectly or (b) publicly announce any intention to effect any transaction specified in clause (a) but, in each case, excluding (i) hedging and derivative transactions and (ii) pledges and other security interest grants, in the case of (i) and (ii), if such transactions are with one or more counterparties that are nationally recognized reputable banking organizations and solely to the extent such transactions do not have the intention or purpose of circumventing the transfer or other restrictions contained in this Agreement, including pursuant to Articles III and V. The terms “Transferring”, “Transferee”, “Transferred” or other similar words have correlative meanings to “Transfer.”

(v) “ TPG Director Nominees ” has the meaning given to such term in Section 2.2(a).

(w) “ TPG Directors ” means, from time to time, any Initial TPG Director and any TPG Director Nominee that is then a member of the Board.

(x) “ TPG Party ” means each TPG Stockholder, each Affiliate of any TPG Stockholder and each partner, principal, director, officer, member, manager and employee of any such TPG Stockholder or any such Affiliate.

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(y) “ TPG Stockholders ” means the undersigned Stockholder of the Company together with any Permitted Transferee of such TPG Stockholder to whom any shares of Company Common Stock are Transferred in a Permitted Transfer.

ARTICLE II

CORPORATE GOVERNANCE

Section 2.1 Size of the Board . As of the Effective Time (as defined in the Merger Agreement), (a) the maximum and current size of the Board was increased to fourteen (14) Directors and (b) Eric Leathers and Peter McGoohan (such two (2) individuals, the “ Initial TPG Directors ”) were appointed to the Board. From and after the Closing, for so long as the TPG Stockholders are entitled to select at least one (1) TPG Director Nominee for inclusion in the Company’s slate of director nominees pursuant to Section 2.2, the Company shall not increase the size of the Board without the prior written consent of the TPG Stockholders.

Section 2.2 Board Composition .

(a) From and after the Effective Time and subject at all times to Section 2.2(c)(i)(A), Section 2.2(c)(ii)(A) and Section 2.2(c)(iii)(A), at each meeting of the Company’s Stockholders at which an election of directors to the Board occurs, the TPG Stockholders shall be entitled to designate for election to the Board up to two (2) individuals selected pursuant to the procedures set forth on Schedule I hereto (such individuals, the “ TPG Director Nominees ”). From and after the Closing, the Company shall, with respect to each TPG Director Nominee that the TPG Stockholders are entitled to nominate under this Section 2.2(a) (but subject to Section 2.2(c) below), (i) include each such TPG Director Nominee in the Company’s slate of director nominees, (ii) recommend that the Company’s stockholders elect each such TPG Director Nominee, and include such recommendation in the Company’s proxy statement in respect of such meeting and (iii) use commercially reasonable efforts to take all other necessary and appropriate actions to cause the election of each such TPG Director Nominee.

(b) If any TPG Director shall for any reason cease to serve as a member of the Board during the term of such TPG Director’s directorship, other than resignation pursuant to Section 2.2(c), then, for so long as the TPG Stockholders have the right to nominate such TPG Director pursuant to Section 2.2(a) (but subject to Section 2.2(c)(i)(B), Section 2.2(c)(ii)(B) and Section 2.2(c)(iii)(B)), the resulting vacancy on the Board shall be filled by an individual designated by the TPG Stockholders pursuant to the procedures set forth on Schedule I attached hereto. The Board shall take all action reasonably necessary to appoint each individual designated to fill such vacancy in accordance with this Section 2.2(b).

(c) From and after the date hereof, the rights of the TPG Stockholders in Sections 2.2(a), 2.2(b) and 2.2(c) shall be subject to the following:

(i) (A) the TPG Stockholders shall have the right to select both TPG Director Nominees until such time that the TPG Stockholders Transfer (other than any Transfer to any Permitted Transferee of any TPG Stockholder who, upon receipt of such Subject Shares, constitutes a TPG Stockholder hereunder) at least one-half of the Subject Shares, at which such

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time the number of TPG Director Nominees shall be one (1) for all purposes hereunder, and (B) for so long as the TPG Stockholders have the right to select both TPG Director Nominees, the rights of the TPG Stockholders described in Section 2.2(b) shall apply to both of the TPG Directors serving on the Board;

(ii) (A) following a Transfer (other than any Transfer to any Permitted Transferee of any TPG Stockholder) of at least one-half of the Subject Shares and until such time that the TPG Stockholders Beneficially Own, in the aggregate, less than five (5%) percent of the issued and outstanding shares of Company Common Stock, the TPG Stockholders shall continue to have the right to select one (1) TPG Director Nominee and (B) for so long as the TPG Stockholders have the right to select only one (1) TPG Director Nominee, the rights of the TPG Stockholders described in Section 2.2(b) shall apply only with respect to the one (1) TPG Director serving on the Board; and

(iii) following such time that the TPG Stockholders Beneficially Own, in the aggregate, less than five percent (5%) of the issued and outstanding shares of Company Common Stock, (A) the TPG Stockholders shall no longer have the right to select any TPG Director Nominee and (B) the rights of the TPG Stockholders described in Section 2.2(b) shall no longer apply to any TPG Director serving on the Board.

The fall-away thresholds described in this Section 2.2 shall be tested without giving effect to any Transfer of shares of Company Common Stock by TPG VI Wolverine Co-Invest, LP to the limited partners of TPG VI Wolverine Co-Invest, LP in connection with a liquidation, dissolution or other disbandment of TPG VI Wolverine Co-Invest, LP, if any, solely to the extent any such transferees become a party to this Agreement as “TPG Stockholders” hereunder pursuant to a joinder agreement substantially in the form attached hereto as Exhibit B .

If, at any time, the TPG Stockholders are no longer entitled to select a specified number of TPG Director Nominees in accordance with clauses (i) through (iii) of this Section 2.2(c), then (x) a corresponding number of TPG Directors shall be required to promptly offer to resign from the Board (and from any committee positions held by such TPG Directors), and the TPG Stockholders shall use reasonable best efforts to cause such TPG Director Nominee to offer to resign as described in this sentence, and (y) each vacancy resulting from any resignations accepted by the Company shall be filled by an individual appointed by the Board to the extent the Board, in its discretion, determines to maintain the size of the Board and not reduce the Board size to the number of directors in office immediately following such a resignation.

(d) From and after the Closing (including following the termination of this Agreement), each TPG Director for so long as such Person is a director on the Board (and, with respect to indemnification rights and insurance coverage, such applicable period thereafter) shall be entitled to the same compensation (including fees), expense reimbursement and indemnification rights, as well as the same insurance coverage, in connection with his or her role as a Director as the other members of the Board. Notwithstanding the foregoing, any TPG Director shall have the right to waive the right to receive any cash or equity compensation. Each TPG Director shall provide any and all information reasonably requested by the Nominating and Corporate Governance Committee of the Board related to any other compensation such TPG Director is entitled to in connection with, or related to, such Person’s service as a TPG Director.

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(e) The Company shall provide each TPG Director with copies of all notices, minutes, consents and other material that the Company provides to all other members of the Board substantially concurrently as such materials are provided to the other members of the Board.

Section 2.3 Board Committee Representation . From and after the date hereof (but subject to the last paragraph of Section 2.2(c)), the Board shall appoint one of the TPG Directors to each of the (i) Compensation Committee of the Board and (ii) Finance and Risk Committee of the Board, in each case, with the appointed TPG Director being selected by the TPG Stockholders ( it being understood that, until such time that both of the TPG Directors are required to offer to resign under the last paragraph of Section 2.2(c), (x) the TPG Stockholders shall have the right to have at least one TPG Director sit on each of the committees referenced in clauses (i) and (ii) and (y) any TPG Director may sit on more than one of the committees referenced in clauses (i) and (ii)); provided that, at such time, with respect to the Compensation Committee of the Board, such TPG Director meets any and all applicable independence requirements of the New York Stock Exchange and meets the requirements set forth on Schedule II hereof. With respect to each TPG Director or TPG Director Nominee that the TPG Stockholders select for appointment to the Compensation Committee of the Board, the Company shall, prior to the date on which the Company files a proxy statement in respect of any meeting of the Company’s stockholders at which an election of directors to the Board is scheduled to occur, use reasonable best efforts to make the independence determination that is required under 303A.02 of the New York Stock Exchange listed company manual, shall make such independence determination in good faith and shall not unreasonably withhold, condition or delay such independence determination.

Section 2.4 Disclaimer of Corporate Opportunity Doctrine .

(a) Any TPG Party may engage in the same or similar activities or related lines of business as those in which the Company or its subsidiaries, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Company or its subsidiaries, directly or indirectly, may engage and the Company and its subsidiaries may engage in material business transactions with any TPG Party from which the Company and its subsidiaries are expected to benefit.

(b) Except as required by Delaware law or as provided in the Company Bylaws as in effect as of the date hereof, the TPG Parties shall not have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Company or its subsidiaries. In the event that any TPG Party acquires knowledge of a potential transaction or matter that may be a corporate opportunity for itself and the Company or any of its subsidiaries, neither the Company nor any of its subsidiaries shall, except as required by Delaware law, as provided in the Company Bylaws as in effect as of the date hereof or otherwise provided in this Article, have any expectancy in such corporate opportunity, and the TPG Party shall not have any duty to communicate or offer such corporate opportunity to the Company or any of its subsidiaries and may pursue or acquire such corporate opportunity for itself or direct such corporate opportunity to another Person, including one of its Affiliates.

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(c) Subject to the applicable Delaware law (including any duties of directors thereunder) and other than as provided in the Company Bylaws as in effect as of the date hereof, in the event that a TPG Director who is also a TPG Party acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its subsidiaries and any TPG Party, neither the Company nor any of its subsidiaries shall have any expectancy in such corporate opportunity.

(d) In addition to and notwithstanding the foregoing provisions of this Section 2.4, a corporate opportunity shall not be deemed to belong to the Company or any of its subsidiaries if it is a business opportunity that the Company and its subsidiaries are not financially able or contractually permitted or legally able to undertake, or that is, by its nature, not in the line of business of the Company and its subsidiaries or is of no practical advantage to the Company and its subsidiaries or is one in which the Company and its subsidiaries have no interest or reasonable expectancy; provided that the determination of whether any corporate opportunity belongs to the Company or any of its subsidiaries shall be made by the Directors who were not designated by the TPG Stockholders.

ARTICLE III

TRANSFER OF ORDINARY SHARES

Section 3.1 Transfer Restrictions . In addition to the restrictions imposed by Applicable Law, the right of each TPG Stockholder and each Affiliate thereof to Transfer any Subject Shares is subject to the restrictions set forth in this Article III. Any attempted Transfer in violation of Article III shall be null and void and of no effect, regardless of whether the purported Transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company. The Company shall use reasonable best efforts to cause TWG to comply with the covenants and agreements applicable to TWG under Article II (Restrictions on Transfer of Shares) of that certain Second Amended and Restated Management Shareholders Agreement, dated as of January 8, 2018, by and among TWG and the other parties thereto.

Section 3.2 Lock-Up .

(a) For a period beginning on the date hereof and ending on the ninetieth (90th) day after the date hereof, the TPG Stockholders shall not Transfer any of the Applicable Lock-Up Shares, other than in a Permitted Transfer. Following the expiration of such ninety (90) day period, one-half of the original Subject Shares will no longer be subject to the Transfer restrictions set forth in this Section 3.2.

(b) For a period beginning on the date hereof and ending on the one hundred and eightieth (180th) day after the date hereof, the TPG Stockholders shall not Transfer any of the Applicable Lock-Up Shares, other than in a Permitted Transfer. Following the expiration of such one hundred and eighty (180) day period, none of the original Subject Shares will be subject to the Transfer restrictions set forth in this Section 3.2.

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(c) The Transfer restrictions set forth in this Section 3.2 shall not apply to any Transfer of shares of Company Common Stock by TPG VI Wolverine Co-Invest, LP to the limited partners of TPG VI Wolverine Co-Invest, LP in connection with a liquidation, dissolution or other disbandment of TPG VI Wolverine Co-Invest, LP, if any, solely to the extent any such transferees become a party to this Agreement as “TPG Stockholders” hereunder pursuant to a joinder agreement substantially in the form attached hereto as Exhibit B .

Section 3.3 Additional Transfer Restrictions . Notwithstanding the expiration of any of the Transfer restrictions set forth in Sections 3.2(a) and 3.2(b), as applicable, until such time that the TPG Stockholders Beneficially Own, in the aggregate, less than three percent (3%) of the outstanding shares of Company Common Stock, the TPG Stockholders shall use their reasonable efforts not to Transfer any shares of Company Common Stock to any (x) Activist Investor or (y) Company Competitor who, in the case of this clause (y), prior to or after giving effect to such Transfer would, to the knowledge of the TPG Stockholders, Beneficially Own five percent (5%) or more of the outstanding shares of Company Common Stock (such a Company Competitor, a “ Restricted Person ”); provided , that the restrictions set forth above shall not apply to (a) any open market transactions (including any transaction under Rule 144 under the Securities Act); (b) any offering registered under the Securities Act if such offering is structured and conducted through an underwriter or otherwise in a manner reasonably calculated not to result in a Transfer of shares of Company Common Stock to any Activist Investor or Restricted Person, (c) subject to Article V, any transaction or series of related transactions (including any merger, exchange offer or tender offer) that results in at least a majority of the issued and outstanding equity securities of the Company being Beneficially Owned by any Person who, prior to the consummation of such transaction, or series of related transactions did not so Beneficially Own a majority of the issued and outstanding equity securities of the Company or (d) any Transfer if the Company consents to such Transfer in writing (such consent not to be unreasonably withheld, conditioned or delayed).

Section 3.4 Legend on Securities .

(a) Each certificate, if any, representing shares of Company Common Stock Beneficially Owned by each TPG Stockholder or any Affiliate thereof and subject to Section 3.2 shall bear the following legend on the face thereof:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCKHOLDER RIGHTS AGREEMENT DATED AS OF May 31, 2018, AMONG ASSURANT, INC. (THE “COMPANY”) AND THE TPG STOCKHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN

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REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

(b) Promptly following the date on which any Subject Shares are no longer Applicable Lock-Up Shares, the Company shall take all actions and steps that are reasonably necessary to remove such legend from such Subject Shares, including by issuing one or more new certificates to represent such Subject Shares.

Section 3.5 Certain Notifications . The Company shall use reasonable best efforts to notify each TPG Stockholder of each “closing” and “opening” date under the trading windows established by the Company’s insider trading policy, in each case, at least (2) Business Days prior to each such date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations of the Company . The Company hereby represents and warrants to the TPG Stockholders that (a) the Company has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized by the Company and all necessary and appropriate action has been taken by the Company to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly and validly executed and delivered by the Company and assuming the due authorization and valid execution and delivery by the other parties hereto, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles and (d) the execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder, does not (i) contravene, violate or conflict with any provision of the Company’s certificate of incorporation or the Company Bylaws; (ii) violate any Applicable Law to which the Company or any of its properties is subject; or (iii) violate, conflict with or result in a breach of any provision of any contracts to which the Company is a party.

Section 4.2 Representations of the TPG Stockholders . Each TPG Stockholder hereby represents and warrants to the Company that (a) such TPG Stockholder has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized by such TPG Stockholder and all necessary and appropriate action has been taken by such TPG Stockholder to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly and validly executed and delivered by such TPG Stockholder and assuming the due authorization and valid execution and delivery by the other parties hereto, this Agreement is a valid and binding obligation of such TPG Stockholder, enforceable against such TPG Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles and (d) the execution and delivery of this Agreement by such TPG Stockholder, and the performance by such TPG Stockholder of its obligations hereunder, does

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not (i) contravene, violate or conflict with any provision of the constituent documents of such TPG Stockholder; (ii) violate any Applicable Law to which such TPG Stockholder or any of its properties is subject; or (iii) violate, conflict with or result in a breach of any provision of any contracts to which such TPG Stockholder is a party.

ARTICLE V

STANDSTILL

Section 5.1 Standstill .

(a) Each TPG Stockholder agrees that, until the earlier of the three (3) year anniversary of the date hereof or the date on which such TPG Stockholder does not Beneficially Own any shares of Company Common Stock, without the prior written consent of at least a majority of the Board, such TPG Stockholder shall not, and shall cause its controlled Affiliates not to, directly or indirectly:

(i) acquire, agree to acquire, propose or offer to acquire, or knowingly facilitate the acquisition of, any shares of Company Common Stock (other than acquisitions involving no more than three percent (3%) of the fully-diluted voting power of the shares of Company Common Stock in the aggregate), other than as a result of any stock split, stock dividend or subdivision of the shares of Company Common Stock or in connection with any of the transactions contemplated by the Merger Agreement;

(ii) deposit any shares of Company Common Stock into a voting trust or similar contract or subject any shares of Company Common Stock to any voting agreement, pooling arrangement or similar arrangement or other contract, or grant any proxy with respect to any shares of Company Common Stock, in each case, other than any such voting trust, voting agreement, pooling arrangement or other contract, solely among the TPG Stockholders;

(iii) other than in connection with any matter recommended by the Board, enter, agree to enter or propose or offer to enter into any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Company or any of its subsidiaries or an acquisition of 10% or more of the assets of the Company and its subsidiaries;

(iv) other than in connection with any matter recommended by the Board, make or participate or engage in (subject to Section 5.1(b)), any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) to vote any shares of Company Common Stock, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b);

(v) publicly disclose any intention, plan, arrangement or other contract prohibited by, or inconsistent with, the foregoing;

(vi) advise or knowingly assist or knowingly encourage or enter into any negotiations or agreements or other contracts with any other persons in connection with the foregoing;

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(vii) with respect to any of the foregoing, (A) form, join or in any way participate in (subject to Section 5.1(b)) a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to any common stock; (B) call, or seek to call, a meeting of the Stockholders of the Company or initiate any Stockholder proposal for action by Stockholders of the Company with respect to any of the foregoing or (C) directly or indirectly, take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger, sale of assets or other type of transaction or matter described in this Section 5.1;

(viii) present at any annual meeting or any special meeting of the Company’s Stockholders or through action by written consent any proposal for consideration for action by Stockholders or propose any nominee for election to the Board or seek the removal of any member of the Board of Directors, in each case, subject to the rights of the TPG Stockholders pursuant to Section 2.2; or

(ix) request the Company or any of its representatives, directly or indirectly, to amend or waive any provision of this Section 5.1; provided that the TPG Stockholders may confidentially request the Company to amend or waive any provision of this Section 5.1 in a manner that would not be reasonably likely to require public disclosure by the Company or such TPG Stockholders.

(b) Notwithstanding the foregoing provisions of this Section 5.1, the foregoing provisions shall not, and are not intended to:

(i) prohibit any TPG Stockholder or any of its controlled Affiliates from privately communicating with, including making any offer or proposal to, the Board;

(ii) restrict in any manner how any TPG Stockholder or any of its controlled Affiliates votes their shares of Company Common Stock;

(iii) restrict the manner in which any TPG Director may (A) vote on any matter submitted to the Board or the Stockholders of the Company, (B) participate in deliberations or discussions of the Board (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board; or

(iv) restrict any TPG Stockholder or any of its Permitted Transferees from Transferring any Subject Shares to any Permitted Transferees of such TPG Stockholder or any successor of such TPG Stockholder that, in any such case, agrees to be bound by the provisions contained in this Agreement.

(c) Nothing set forth in this Section 5.1 shall prohibit, restrict or otherwise limit the ability of any TPG Stockholder or any Affiliate of any TPG Stockholder from engaging in any hedging and derivative transactions if such transactions are with one or more counterparties that are nationally recognized reputable banking organizations, solely to the extent such transactions do not have the intention or purpose of circumventing the transfer restrictions contained in this Agreement.

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ARTICLE VI

MISCELLANEOUS

Section 6.1 Termination . Except as otherwise expressly provided in this Agreement, this Agreement shall terminate at such time that the TPG Stockholders and their Affiliates no longer Beneficially Own any Subject Shares.

Section 6.2 Amendment; Extension; Waiver . No amendment of any provision of this Agreement shall be valid and binding unless it is in writing and signed by each of the parties hereto. No waiver of any right or remedy hereunder, to the extent legally allowed, shall be valid unless the same shall be in writing and signed by the party making such waiver. No waiver by any party of any breach or violation of, default under, or inaccuracy in any representation, warranty, covenant, or agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach, violation, default of, or inaccuracy in, any such representation, warranty, covenant, or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.

Section 6.3 Severability . Any term or provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal, invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the legality, validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. In the event that any provision hereof would, under Applicable Law, be illegal, invalid or unenforceable in any respect, each party hereto intends that such provision shall be reformed and construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, Applicable Laws and to otherwise give effect to the intent of the parties hereto.

Section 6.4 Entire Agreement . This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement and the Registration Rights Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings, and agreements (including any draft agreements) with respect thereto, whether written or oral, none of which shall be used as evidence of the parties’ intent.

Section 6.5 Successors and Assigns . Except as expressly provided in and in accordance with Section 3.1 and Section 3.2, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors (including any executor or administrator of a party’s estate) and permitted assigns.

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Section 6.6 Counterparts; Electronic Signature . This Agreement may be executed and delivered in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by facsimile or .pdf signature by any party and such signature shall be deemed binding for all purposes hereof without delivery of an original signature being thereafter required.

Section 6.7 Remedies .

(a) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or otherwise breached. Accordingly, the parties hereto shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled under Applicable Law or in equity. Each party hereto hereby further waives (i) any defense in any action for specific performance that a remedy under Applicable Law would be adequate and (ii) any requirement under Applicable Law to post security or a bond as a prerequisite to obtaining equitable relief.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Section 6.8 Notices . All notices, requests, demands, waivers and other communications required or permitted to be given or made under, or otherwise made in connection with, this Agreement shall be in writing and shall be deemed to have been duly given or made if (a) delivered personally, (b) mailed by certified or registered mail (return receipt requested) with postage prepaid, (c) sent by next-Business Day (as defined in the Merger Agreement) or overnight mail or delivery by a reputable courier service, or (d) sent by facsimile or email with receipt confirmed, to the addresses set forth below (or at such other address for a party as shall be specified by like notice):

with a copy ( which shall not constitute notice ) to:

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with a copy ( which shall not constitute notice ) to:

Section 6.9 Governing Law ; Jurisdiction .

(a) This Agreement shall be governed and construed in accordance with the Laws (as defined in the Merger Agreement) of the State of Delaware, without regard to any applicable conflicts of law principles.

(b) Each party to this Agreement, by their execution hereof, hereby irrevocably (i) submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, if but only if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, for the purpose of any Action between any of the parties hereto arising in whole or in part under or in connection with this Agreement, the negotiation, terms, and performance hereof, the rights of the parties hereunder, or any of the transactions contemplated hereby, (ii) waives to the extent not prohibited by Applicable Laws, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that venue in such courts is improper, that their property is exempt or immune from attachment or execution, that any such Action brought in the above-named courts

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should be dismissed on grounds of forum non conveniens or improper venue, that (subject to clause (i) above) such Action should be transferred or removed to any court other than the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than the above-named courts or that this Agreement or the subject matter hereof may not be enforced in or by such courts, and (iii) agrees not to commence or prosecute any such Action other than before the above-named courts. Notwithstanding the foregoing, a party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by the above-named courts.

Section 6.10 Interpretation . The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 6.11 Waiver of Jury Trial . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HERETO HEREBY WAIVE, AND COVENANT THAT THEY SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NEGOTIATION, TERMS, AND PERFORMANCE HEREOF, THE RIGHTS OF THE PARTIES HEREUNDER, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. THE PARTIES HERETO AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 6.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES HERETO. THE PARTIES HERETO FURTHER AGREE TO IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY SUCH PROCEEDING AND ANY SUCH PROCEEDING SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 6.12 Assignment; Third Party Beneficiaries . Neither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (other than by operation of Applicable Law) without the prior written consent of the other parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Other than with respect to the TPG Directors, who are express third-party beneficiaries of Sections 2.2(d) and 5.1(b)(iii), this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 6.13 Confidentiality . In connection with the exercise by the TPG Stockholders of their rights pursuant to Section 5.19(b) of the Merger Agreement, on the one

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hand, or the receipt by the Company of any Accredited Investor Questionnaire under the Merger Agreement, on the other hand (each, in such capacity, the “ Receiving Party ”), each Receiving Party agrees (a) not to, and to cause its Subsidiaries and Representatives not to, use any Confidential Information of any Disclosing Party for any purpose other than, in the case of the TPG Stockholders, as provided in Section 5.19(b) of the Merger Agreement or, in the case of the Company, in connection with Section 5.25 or any other applicable provision of the Merger Agreement and (b) except as otherwise permitted by this Section 6.13, to hold all Confidential Information of the applicable Disclosing Party in confidence and not to disclose or reveal in any manner whatsoever any Confidential Information of the applicable Disclosing Party to any Person (other than (i) in the case of the TPG Stockholders, any direct or indirect parent company, partner or other equity holder, or (ii) in the case of the Company, any Affiliate or, in any case, any Representative of the applicable Receiving Party who needs to know such Confidential Information for the applicable use of such Confidential Information described above (such Person, a “ Receiving Person ”)), except, in the case of each TPG Stockholder, for filing such TPG Stockholder’s Tax Returns (as defined in the Merger Agreement), and any Tax Returns of any direct or indirect partner or other equity holder in such TPG Stockholder, with the applicable Governmental Authority to the extent required by Applicable Law. Each Receiving Party shall make reasonable, necessary and appropriate efforts to safeguard the Confidential Information of the applicable Disclosing Party from disclosure to any Person (other than any Receiving Person of the applicable Receiving Party) and the TPG Stockholders shall be responsible for any breach of the terms of this Section 6.13 by the other TPG Stockholder or such other TPG Stockholder’s Receiving Persons, and any Receiving Party shall be responsible for any breach of the terms of this Section 6.13 by any of such Receiving Party’s Receiving Persons. In the event that any Receiving Party, any of its Subsidiaries or any of its Representatives are requested pursuant to, or required by, applicable Law or by legal process to disclose any Confidential Information of the applicable Disclosing Party, such Receiving Party, any such Subsidiary or any such Representatives may disclose such Confidential Information as so compelled provided that such Receiving Party shall promptly notify the applicable Disclosing Party in writing of such request(s) or requirement(s) to enable the applicable Disclosing Party to seek an appropriate protective order or take other appropriate action to the extent not prohibited by such applicable Law or legal process. If requested by any Disclosing Party, each Receiving Party shall use reasonable commercial efforts, at the applicable Disclosing Party’s sole expense, to assist the applicable Disclosing Party, the applicable Disclosing Party’s Subsidiaries and the applicable Disclosing Party’s Representatives and Affiliates in obtaining such a protective order. If, in the absence of a protective order or the receipt of a waiver hereunder, each Receiving Party or any of its Subsidiaries or any of its Representatives are nonetheless, in the reasonable opinion of such Receiving Party’s counsel, legally compelled to disclose the Confidential Information of the applicable Disclosing Party or its Subsidiaries to any Governmental Authority or else stand liable for contempt or suffer other censure or significant penalty, such Receiving Party or such Representative, after notice to the applicable Disclosing Party (if practicable and legally permissible), may disclose to such Governmental Authority only such Confidential Information that such counsel advises is legally required to be disclosed. As used in this Section 6.13, “ Confidential Information ” of any Disclosing Party means (x) in the case of the TPG Stockholders as the Receiving Party, any information furnished by or on behalf of the Company pursuant to Section 5.19(b) of the Merger Agreement, whether prepared by the Company, its Representatives or otherwise and whether obtained or furnished before or after the date hereof and regardless of the manner in which it is furnished, together with all reports, analyses, compilations, memoranda, notes, studies or other

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documents or records or electronic media prepared by such Receiving Party or its Representatives that contain or otherwise reflect or are generated from such information and (y) in the case of the Company as the Receiving Party, any information set forth in, or delivered in connection with, any Accredited Investor Questionnaire under the Merger Agreement, but, in each case, does not include information which (A) is or becomes generally available to the public other than as a result of a disclosure by the applicable Receiving Party or its Representatives, (B) was available to the applicable Receiving Party or its Representatives on a non-confidential basis prior to its disclosure to the applicable Receiving Party by or on behalf of the applicable Disclosing Party or its Representatives, or (C) becomes available to the applicable Receiving Party or its Representatives on a non-confidential basis from a Person other than the applicable Disclosing Party or its Representatives who is not otherwise known to the applicable Receiving Party upon due inquiry to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation. As used in this Section 6.13, “ Disclosing Party ” means (I) the Company or the Subsidiaries of the Company, in the case of any Confidential Information described in clause (x) of the definition of “Confidential Information” and (II) any Person who has executed an Accredited Investor Questionnaire that is delivered to the Company, any of its Representatives or any of its Affiliates under the Merger Agreement, in the case of any Confidential Information described in clause (y) of the definition of “Confidential Information”.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholder Rights Agreement as of the date first written above.

[ Signature Page to Stockholder Rights Agreement ]

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

by and among

ASSURANT, INC.

and

THE TPG STOCKHOLDERS

Dated as of May 31, 2018

Table of Contents

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT , dated as of May 31, 2018 (this “ Agreement ”), is by and among Assurant, Inc., a Delaware corporation (the “ Company ”), and the undersigned stockholders of the Company (such undersigned stockholders, the “ TPG Stockholders ”).

RECITALS

WHEREAS , pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of January 8, 2018 (the “ Merger Agreement ”), by and among the Company, Spartan Merger Sub, Ltd., a Bermuda exempted company and a wholly-owned subsidiary of the Company (“ Merger Sub ”), TWG Holdings Limited, a Bermuda exempted company (“ TWG ”), TWG Re, Ltd., a corporation incorporated in the Cayman Islands (“ TWG Re ”) and Arbor Merger Sub, Inc. a Delaware Corporation and a wholly-owned subsidiary of TWG (solely for purposes of Article III and Article VIII thereof), as amended by that certain letter agreement, dated as of the date hereof, by and among the Company, Merger Sub, TWG and TWG Re, upon the Closing (as defined in the Merger Agreement), Merger Sub merged with and into TWG, with TWG surviving such merger as a wholly-owned subsidiary of the Company;

WHEREAS , upon the Closing, the undersigned TPG Stockholders, being former shareholders of TWG, became entitled to receive a portion of the Aggregate Consideration (as defined in the Merger Agreement), including a portion of the Aggregated Share Consideration Number (as defined in the Merger Agreement) which, as of the date hereof, based on the number of shares outstanding at May 3, 2018 as set forth in the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2018 and the shares issued in connection with the Closing, represents approximately fifteen and ninety-six hundredths percent (15.96%) of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”);

WHEREAS , concurrently with the execution and delivery of this Agreement, the Company and the TPG Stockholders are executing and delivering a Stockholder Rights Agreement (the “ Stockholder Rights Agreement ”), which grants certain rights to the TPG Stockholders; and

WHEREAS , the parties hereto desire to enter into this Agreement in order to grant the TPG Stockholders the registration rights described herein.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided , however , that no portfolio company of the funds or managed investment accounts under common control with TPG Global, LLC shall be considered an Affiliate of any of the TPG Stockholders. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

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“ Agreement ” has the meaning set forth in the Preamble.

“ Approved Underwriter List ” shall mean the list of nationally recognized investment banking firms agreed to among the Company and the TPG Stockholders as of the date hereof and as may be amended by the agreement of the Company and the TPG Stockholders, acting together.

“ Board ” shall mean the Board of Directors of the Company.

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law or executive order to close.

“ Common Stock ” has the meaning set forth in the Recitals.

“ Company ” has the meaning set forth in the Preamble.

“ Demand Registration ” shall have the meaning set forth in Section 2(c).

“ Demand Registration Statement ” shall have the meaning set forth in Section 2(c).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law), and the rules and regulations thereunder.

“ End of Suspension Notice ” shall have the meaning set forth in Section 2(i)(1).

“ Full Cooperation ” shall mean, in connection with any Substantial Marketing Efforts, in addition to the other cooperation otherwise required by this Agreement, (a) members of senior management of the Company (including the principal executive officer and the principal financial officer) shall cooperate with the underwriter(s) in connection therewith, and use their commercially reasonable efforts to make themselves available to participate in all of the marketing processes of the Substantial Marketing Efforts as recommended by the underwriter(s), and (b) the Company shall use its commercially reasonable efforts to effect cooperation required in connection with Substantial Marketing Efforts.

“ Holdback Period ” shall mean, with respect to any registered offering of equity securities of the Company, the period beginning ten (10) days before the anticipated effective date of the related Registration Statement and continuing until the expiration of ninety (90) days (or such shorter period as the managing underwriter(s) permit) after the effective date of the related Registration Statement (except that, in the case of any such registered offering that is a Shelf Take-Down from a Shelf Registration Statement, the Holdback Period shall be the period beginning ten (10) days before the anticipated pricing date in connection with such takedown and continuing until the expiration of ninety (90) days (or such shorter period as the managing underwriter(s) permit) after such pricing date).

“ Merger Agreement ” has the meaning set forth in the Recitals.

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“ Person ” shall mean any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“ Piggyback Registration ” shall have the meaning set forth in Section 2(e).

“ Piggyback Stockholder ” shall have the meaning set forth in Section 2(e).

“ Prospectus ” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ Public Offering ” shall mean a public offering and sale of equity securities for cash pursuant to an effective registration statement under the Securities Act.

“ Registrable Securities ” shall mean any Shares or securities convertible, exchangeable or exercisable into Shares held or beneficially owned as of the date hereof by the TPG Stockholders, including any securities acquired as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of such Shares or securities, or any stock dividend or stock distribution in respect of such Shares or securities; provided , however , such securities shall cease to be Registrable Securities on the earliest to occur of (i) a Registration Statement with respect to the sale of such Registrable Securities shall have become effective under the Securities Act and such Registrable Securities shall have been disposed of in accordance with such Registration Statement; (ii) such Registrable Securities shall have been sold in accordance with Rule 144; (iii) the TPG Stockholders and its Affiliates, in the aggregate, beneficially own less than three percent (3%) of the then outstanding Common Stock and such Registrable Securities, in the reasonable determination of the TPG Stockholders, are eligible to be sold by the TPG Stockholders or such Affiliates, as applicable, to the public without volume limitations under Rule 144; or (iv) such Registrable Securities have ceased to be outstanding.

“ Registration Expenses ” shall mean all expenses incurred in effecting any registration or any offering and sale pursuant to this Agreement, including registration, qualification, listing and filing fees (including, without limitation, all SEC, stock exchange and Financial Industry Regulatory Authority filing fees), printing expenses, messenger, telephone and delivery expenses, all transfer agent and registrar fees and expenses, fees and disbursements of all law firms of the Company and all accountants and other persons retained by the Company (including any comfort letters), any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities (which shall not include fees and disbursements of counsel for the

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underwriters other than as set forth in this paragraph or in the applicable underwriting agreement and Selling Expenses), all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, all expenses related to the “road show” for any underwritten offering, including all travel, meals and lodging, and any blue sky (including reasonable fees and disbursements of counsel to any underwriter incurred in connection with blue sky qualifications of the Registrable Securities as may be set forth in any underwriting agreement) and other securities laws fees and expenses, as well as all internal fees and expenses of the Company. Registration Expenses shall not include Selling Expenses. In addition, in connection with an underwritten offering or other registration, offering or related action for which services of outside counsel would customarily be required pursuant to this Agreement, the Company shall pay or reimburse the TPG Stockholders for the reasonable and documented fees and expenses of one nationally recognized law firm, chosen by the TPG Stockholders as their counsel. Nothing in this definition shall impact any agreement on expenses solely between the Company and any underwriter.

“ Registration Statement ” shall mean any registration statement (including any Demand Registration Statement or Shelf Registration Statement) of the Company under the Securities Act which permits the Public Offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended (or any corresponding provision of succeeding law), and the rules and regulations thereunder.

“ Selling Expenses ” shall mean all underwriting discounts and selling commissions associated with effecting any sales of Registrable Securities under any Registration Statement by the TPG Stockholders and all stock transfer taxes applicable to the sale or transfer by TPG Stockholders of Registrable Securities to the underwriter(s) pursuant to this Agreement.

“ Shares ” means the shares of Common Stock owned by the TPG Stockholders as described in the Recitals and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

“ Shelf Period ” shall have the meaning set forth in Section 2(a).

“ Shelf Registration ” shall have the meaning set forth in Section 2(a).

“ Shelf Registration Statement ” shall have the meaning set forth in Section 2(a).

“ Shelf Take-Down ” shall have the meaning set forth in Section 2(b).

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“ Special Registration ” shall mean the registration of equity securities, options or similar rights registered on Form S-4, Form S-8 or any successor forms thereto or any other form for the registration of securities issued or to be issued in connection with a merger, acquisition, employee benefit plan or equity compensation or incentive plan.

“ Stockholder Rights Agreement ” has the meaning set forth in the Recitals.

“ Substantial Marketing Efforts ” shall mean marketing efforts, in connection with an underwritten offering, that involve one-on-one in-person meetings with prospective purchasers of the Registrable Securities over multiple days and other customary marketing activities, as recommended by the underwriter(s).

“ Suspension ” shall have the meaning set forth in Section 2(i)(1).

“ Suspension Notice ” shall have the meaning set forth in Section 2(i)(1).

“ TPG Stockholders ” has the meaning set forth in the Preamble.

Section 2. Registration Rights .

(a) Shelf Registration Statement . The Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “ Shelf Registration Statement ”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “ Shelf Registration .” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “ Shelf Period ”).

(b) Right to Request Shelf Take-Down . At any time and from time to time during the Shelf Period, one or more of the TPG Stockholders may, by written notice to the Company, request an offering of all or part of the Registrable Securities held by the TPG Stockholders (a “ Shelf Take-Down ”); provided , however , that the expected aggregate gross proceeds for any Shelf Take-Down involving Substantial Marketing Efforts are at least one hundred million dollars ($100,000,000); provided , further , that the Company shall not be obligated to effect any Shelf Take-Down if the Company (i) has determined to effect a registered underwritten offering of its equity securities for its own account and (ii) at the time of receipt of such notice has already taken substantial steps (including, but not limited to, selecting a

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managing underwriter for such offering) and has proceeded and will continue to proceed with reasonable diligence to effect such offering (in such case, such request shall not count as a Shelf Take-Down involving Substantial Marketing Efforts). Notwithstanding the foregoing sentence, the Company shall not be obligated to effect any subsequent Shelf Take-Down (whether or not involving Substantial Marketing Efforts) during the ninety (90) day period following the pricing date of a completed Shelf Take-Down; provided , however , that if the TPG Stockholders are subject to a lock-up restriction pursuant to lock-up agreements entered into in connection with such completed Shelf Take-Down, then the period of such lock-up restriction, whether longer or shorter, shall apply in lieu of the 90-day period. It is understood by the parties hereto that the foregoing proviso means that (i) if the TPG Stockholders enter into a 120-day lock-up agreement in connection with a completed Shelf Take-Down, the Company shall not be obligated to effect a subsequent Shelf Take-Down (absent a lock-up waiver) pursuant to such proviso until the expiration of such lock-up agreement on the 121 ^st day after the pricing date of the completed Shelf Take-Down, (ii) if the TPG Stockholders enter into a 45-day lock-up agreement in connection with a completed Shelf Take-Down, the Company shall not be obligated to effect a subsequent Shelf Take-Down (absent a lock-up waiver) pursuant to such proviso until the expiration of such lock-up agreement on the 46 ^th day after the pricing date of the completed Shelf Take-Down, and (iii) if the managing underwriter(s) waive such lock-up agreement with respect to a proposed offering by the TPG Stockholders on the 22 ^nd day after such pricing date, the Company shall not be obligated to effect a subsequent Shelf Take-Down pursuant to such proviso until after such 22 ^nd day in accordance with the terms of this Agreement. If Substantial Marketing Efforts are requested, the Company shall cause there to occur Full Cooperation in connection therewith. The number of shares of Registrable Securities covered by any Shelf Take-Down shall be limited by the transfer restrictions described in the applicable subsection of Section 3.2 of the Stockholder Rights Agreement. The TPG Stockholders shall be entitled to request a maximum of two (2) Shelf Take-Downs involving Substantial Marketing Efforts in any three hundred sixty-five (365) day period.

(c) Demand Registration Statement If Shelf Registration Statement Unavailable . If the Company is ineligible to file with the SEC a shelf registration statement on Form S-3 (or successor form) in accordance with Section 2(a), upon the written request of one or more TPG Stockholders (a “ Demand Registration ”), the Company shall use reasonable best efforts to file promptly a registration statement on Form S-1 (or successor form) (a “ Demand Registration Statement ”) registering for resale such number of shares of Registrable Securities, as limited by the transfer restrictions described in the applicable subsections of Section 3.2 of the Stockholder Rights Agreement, as applicable, requested to be included in the Demand Registration Statement and have the Demand Registration Statement declared effective under the Securities Act as promptly as practicable. After any Demand Registration Statement has become effective, the Company shall use reasonable best efforts to keep such Demand Registration Statement continuously effective until all of the Registrable Securities covered by such Demand Registration Statement have been sold in accordance with the plan of distribution set forth therein or are no longer outstanding.

(d) Limitations on Demand Registrations . The TPG Stockholders shall be entitled to request a maximum of two (2) Demand Registrations in any three hundred sixty-five (365) day period. A registration shall not count as a Demand Registration until the related Demand Registration Statement has been declared effective by the SEC.

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(e) Piggyback Registration . If, at any time following the expiration of the ninety (90) day period beginning on the date hereof, the Company proposes or is required to file a Registration Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Securities, which, for the avoidance of doubt, shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, to the TPG Stockholders of its intention to effect such registration and, in the case of each TPG Stockholder, shall include in such registration all of such TPG Stockholder’s Registrable Securities with respect to which the Company has received a written request from such TPG Stockholder for inclusion therein (a “ Piggyback Registration ” and any such requesting TPG Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration a “ Piggyback Stockholder ” with respect to such Piggyback Registration). In the event that a TPG Stockholder makes such written request, such TPG Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any TPG Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as a Demand Registration or Shelf Take-Down to which the TPG Stockholders are entitled.

(f) Selection of Underwriters; Right to Participate . The TPG Stockholders shall have the right to select the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Shelf Take-Down from the Approved Underwriter List, subject to the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. If a Piggyback Registration under Section 2(e) is proposed to be underwritten, the Company shall so advise the TPG Stockholders as a part of the written notice given pursuant to Section 2(e). In such event, the managing underwriter(s) to administer the offering shall be chosen by the Company in its sole discretion. A TPG Stockholder may participate in a registration or offering hereunder only if such TPG Stockholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriters and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested under the terms of such underwriting arrangements customary for selling stockholders to enter into in secondary underwritten public offerings, provided , however , that any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the TPG Stockholders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings.

(g) Priority of Securities Offered Pursuant to Demand Registrations and Shelf Take-Downs . If the managing underwriter(s) of a Demand Registration or Shelf Take-Down shall advise the Company and the TPG Stockholders in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock requested to be included in such Demand Registration or Shelf Take-Down exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such Demand Registration or Shelf

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Take-Down the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to Registrable Securities requested by the TPG Stockholders to be included in such Demand Registration or Shelf Take-Down and (ii) second, to any securities requested to be included therein by any other Persons (including the Company), allocated among such Persons on a pro rata basis or in such other manner as they may agree.

(h) Priority of Securities Offered Pursuant to Piggyback Registration . If the managing underwriter(s) of a registration of shares of Common Stock giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to shares of Common Stock requested to be included by the Company, (ii) second, to Registrable Securities requested by the TPG Stockholders to be included in such Piggyback Registration and (iii) third, any shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many as they may agree.

(i) Postponement; Suspensions ; Blackout Period .

(1) The Company may postpone the filing or the effectiveness of a Demand Registration Statement or commencement of a Shelf Take-Down (or suspend the continued use of an effective Demand Registration Statement or Shelf Registration Statement), including requiring the TPG Stockholders to suspend any offerings of Registrable Securities pursuant to this Agreement, (i) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act (subject to the Company’s compliance with its obligations under Section 3(a)(xi) herein), (ii) during the first month after the end of a fiscal quarter of the Company (i.e., January, April, July and October to the extent the Company’s fiscal quarters end on December 31, March 31, June 30 and September 30) if the Company delivers to the TPG Stockholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating that, based on the good faith judgment of the Company, after consultation with outside counsel to the Company, such postponement or suspension is necessary in order to avoid the premature disclosure of material non-public information (including financial results for the preceding fiscal quarter) and the Company has a bona fide business purpose for not disclosing such information publicly at that time or (iii) if, based on the good faith judgment of the Board, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board, after consultation with outside counsel to the Company, has in good faith determined (A) would be required to be made in any Demand Registration

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Statement or Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading if such information is not included, (B) such disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement and (C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the TPG Stockholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating the Company may, upon giving prompt written notice (a “ Suspension Notice ”) of such action to the TPG Stockholders participating in such registration, postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicable (any such postponement or suspension pursuant to Section 2(i)(1)(i), (ii) or (iii), a “ Suspension ”); provided , however , in each case, that the TPG Stockholder requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, such Demand Registration or Shelf Take-Down shall not count as a Demand Registration or, if applicable, a Shelf Take-Down, involving Substantial Marketing Efforts. The Company shall provide prompt written notice to such TPG Stockholder (an “ End of Suspension Notice ”) of (i) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (ii) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i), (y) with respect to Section 2(i)(1)(ii), any such Suspension or ability to suspend pursuant to such clause shall terminate at the closing of trading on the New York Stock Exchange on the second trading day after the Company issues an earnings release for the applicable preceding quarter and (z) with respect to Section 2(i)(1)(iii), the Company shall not effect a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf Take-Down more than twice during any twelve-month period or for a period exceeding thirty (30) days in the aggregate in any twelve-month period. No TPG Stockholder shall effect any sales of Shares pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice.

(2) Each TPG Stockholder agrees that, except as required by applicable law, it shall treat as confidential the receipt of any Suspension Notice ( provided , however , that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by breach of the terms of this Agreement.

(j) Holdback . With respect to any underwritten offering of Registrable Securities, the Company shall not (except as part of a Demand Registration or Shelf Registration), unless waived by the managing underwriter(s), effect any transfer of Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock

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(except pursuant to a Special Registration), during the Holdback Period. Upon request by the managing underwriter(s), the Company shall, from time to time, enter into customary holdback agreements on terms consistent with this Section 2(j).

Section 3. Registration Procedures .

(a) If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 hereof, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as promptly as practicable:

(i) prepare and file with the SEC (as promptly as reasonably practicable, but no later than forty-five (45) days after a request for a Demand Registration, subject to the postponement provisions herein) the Demand Registration Statement (including a Prospectus therein and any supplement thereto and all exhibits and financial statements required by the SEC to be filed therewith) to effect such registration and, subject to the efforts standard herein, cause such Registration Statement to become effective, and before filing such Registration Statement or any amendments or supplements thereto, provide to the representative(s) on behalf of the TPG Stockholders included in such Registration Statement (to be chosen by the TPG Stockholders) and any managing underwriter(s), copies of all such documents proposed to be filed or furnished, including documents incorporated by reference, and the representative(s) and the managing underwriter(s) and their respective counsel shall have the opportunity to review and comment thereon, and the Company will make such changes and additions thereto as may reasonably be requested by the representative(s) and the managing underwriter(s) and their respective counsel prior to such filing, unless the Company reasonably objects to such changes or additions;

(ii) prepare and file with the SEC such pre- and post-effective amendments and supplements to a Shelf Registration Statement or Demand Registration Statement, and the Prospectus used in connection therewith or any free writing prospectus (as defined in SEC rules) as may be required by applicable securities laws or reasonably requested by the TPG Stockholder or any managing underwriter(s) to maintain the effectiveness of such registration and to comply with the provisions of applicable securities laws with respect to the disposition of all securities covered by such registration statement during the period in which such Registration Statement is required to be kept effective;

(iii) furnish to each TPG Stockholder of the securities being registered and each managing underwriter without charge, such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits other than those which are being incorporated into such Registration Statement by reference and that are publicly available), such number of copies of the Prospectus contained in such Registration Statement and any other Prospectus filed under Rule 424 under the Securities Act in conformity with the

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requirements of the Securities Act, and such other documents, as the TPG Stockholders and any managing underwriter(s) may reasonably request;

(iv) use its reasonable best efforts to register or qualify all Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as the TPG Stockholders and any managing underwriter(s) may reasonably request; provided , however , that the Company shall not for any such purpose be required to qualify generally to do business as a foreign company in any jurisdiction where it would not otherwise be required to qualify but for this Section 3, or to consent to general service of process in any such jurisdiction, or to be subject to any material tax obligation in any such jurisdiction where it is not then so subject;

(v) promptly notify the TPG Stockholders and any managing underwriter(s) at any time when the Company becomes aware that a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and, to promptly prepare and furnish without charge to the TPG Stockholders and any managing underwriter(s) a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(vi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement not later than the effective date of such Registration Statement;

(vii) reasonably cooperate with the TPG Stockholders and any managing underwriter(s) to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, and enable certificates for such Registrable Securities to be issued for such number of shares and registered in such names as the TPG Stockholders and any managing underwriter(s) may reasonably request;

(viii) list all Registrable Securities covered by such Registration Statement on any securities exchange on which any such class of securities is then listed and cause to be satisfied all requirements and conditions of such securities exchange to the listing of such securities that are reasonably within the control of the Company;

(ix) notify each TPG Stockholder and any managing underwriter(s), promptly after it shall receive notice thereof, of the time when such Registration Statement, or any post-effective amendments to the Registration Statement, shall have become effective;

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(x) to make available to each TPG Stockholder whose Registrable Securities are included in such Registration Statement and any managing underwriter(s) as soon as reasonably practicable after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, an executed copy of each letter written by or on behalf of the Company to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and any item of correspondence received from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to such Registration Statement, it being understood that each TPG Stockholder receiving such material from the Company shall and shall cause its representatives to keep such materials confidential. The Company will as soon as reasonably practicable notify the TPG Stockholders and any managing underwriter(s) of the effectiveness of such Registration Statement or any post-effective amendment or the filing of the Prospectus supplement contemplated herein. the Company will as soon as reasonably practicable respond reasonably and completely to any and all comments received from the SEC or the staff of the SEC, with a view towards causing such Registration Statement or any amendment thereto to be declared effective by the SEC as soon as reasonably practicable and shall file an acceleration request as soon as reasonably practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review;

(xi) advise each TPG Stockholder and any managing underwriter(s), promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and use all reasonable best efforts to prevent the issuance of any stop order, injunction or other order or requirement or to obtain its withdrawal if such stop order, injunction or other order or requirement should be issued, (B) the suspension of the registration of the subject shares of the Registrable Securities in any state jurisdiction and (C) the removal of any such stop order, injunction or other order or requirement or proceeding or the lifting of any such suspension;

(xii) upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, make available for inspection by one representative on behalf of all TPG Stockholders included in a Registration Statement whose Registrable Securities are included in such registration statement (to be chosen by the TPG Stockholders) and any managing underwriter(s), and any attorney, accountant or other agent retained by any such TPG Stockholder or underwriters, at reasonable times and in a reasonable manner, all pertinent financial and other records and corporate documents of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such TPG Stockholder, sales or placement agent, underwriter, attorney, accountant or agent to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act that is customary for a participant in a securities offering in connection with such registration statement; provided , however , that the foregoing investigation and information gathering shall be

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coordinated on behalf of such parties by one firm of counsel designated by and on behalf of such parties;

(xiii) if requested by any TPG Stockholder of Registrable Securities named in such Registration Statement or any managing underwriter(s), promptly incorporate in a Prospectus supplement or post-effective amendment such information as such TPG Stockholder or managing underwriter(s) reasonably requests to be included therein, including, without limitation, with respect to the Registrable Securities being sold by such TPG Stockholder, the purchase price being paid therefor by any underwriters and with respect to any other terms of an underwritten offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

(xiv) reasonably cooperate with each TPG Stockholder and any managing underwriter(s) participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority;

(xv) in the case of an underwritten offering, (A) enter into such customary agreements (including an underwriting agreement in customary form), (B) take all such other customary actions as the managing underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, causing senior management and other the Company personnel to reasonably cooperate with the TPG Stockholder(s) whose Registrable Securities are included in a Registration Statement and the underwriter(s) in connection with performing due diligence) and (C) cause its counsel to issue opinions of counsel addressed and delivered to the underwriter(s) in form, substance and scope as are customary in underwritten offerings, subject to customary limitations, assumptions and exclusions; provided , however , that such recipients furnish such written representations or acknowledgement as are customarily provided by underwriters who receive such opinions; and

(xvi) if requested by the managing underwriter(s) of an underwritten offering, use reasonable best efforts to cause to be delivered, upon the pricing of any underwritten offering, and at the time of closing of a sale of Registrable Securities pursuant thereto, “comfort” letters from the Company’s independent registered public accountants addressed to the underwriter(s) and, with respect to an offering by the TPG Stockholders pursuant to this Agreement, request the delivery of such “comfort” letters at such times addressed to the TPG Stockholders stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by “comfort” letters of the independent registered public accountants delivered in connection with primary underwritten public offerings; provided , however , that such recipients furnish such written representations or acknowledgement as are customarily required to receive such comfort letters.

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(b) Subject to the last sentence of this Section 3(b), as a condition precedent to the obligations of the Company to file any Registration Statement, each TPG Stockholder shall furnish in writing to the Company such information regarding such TPG Stockholder (and any of its Affiliates), the Registrable Securities to be sold and the intended method of distribution of such Registrable Securities reasonably requested by the Company as is reasonably necessary or advisable for inclusion in the Registration Statement relating to such offering pursuant to the Securities Act. Notwithstanding the foregoing, in no event will any party be required to disclose to any other party any personally identifiable information or personal financial information in respect of any individual, or confidential information of any Person.

Each TPG Stockholder agrees by acquisition of the Registrable Securities that (i) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(v), such TPG Stockholder shall forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such TPG Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(a)(v); (ii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (A) of Section 3(a)(xi), such TPG Stockholder shall discontinue its disposition of Registrable Securities pursuant to such registration statement until such TPG Stockholder’s receipt of the notice described in clause (C) of Section 3(a)(xi); and (iii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) of Section 3(a)(xi), such TPG Stockholder shall discontinue its disposition of Registrable Securities pursuant to such registration statement in the applicable state jurisdiction(s) until such TPG Stockholder’s receipt of the notice described in clause (C) of Section 3(a)(xi). The length of time that any registration statement is required to remain effective shall be extended by any period of time that such registration statement is unavailable for use pursuant to this paragraph, provided , however , in no event shall any Registration Statement be required to remain effective after the date on which all Registrable Securities cease to be Registrable Securities.

Section 4. Indemnification .

(a) Indemnification by the Company . The Company agrees to indemnify, hold harmless and reimburse, to the fullest extent permitted by law, each TPG Stockholder, its Affiliates, partners, officers, directors, employees, advisors, representatives and agents, and each Person, if any, who controls such TPG Stockholder within the meaning of the Securities Act or the Exchange Act, against any and all losses, penalties, liabilities, claims, damages and expenses, joint or several (including, without limitation, reasonable attorneys’ fees and any expenses and reasonable costs of investigation), as incurred, to which the TPG Stockholders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which such Registrable Securities were registered and sold under the Securities Act, any Prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or any violation of the Securities Act or state securities laws or

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rules thereunder by the Company relating to any action or inaction by the Company in connection with such registration; provided , however , that the Company shall not be liable in any such case to the extent that any such loss, penalty, liability, claim, damage (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged statement or omission or alleged omission made in such Registration Statement, any such Prospectus, amendment or supplement in reliance upon and in conformity with written information about a TPG Stockholder which is furnished to the Company by such TPG Stockholder specifically for use in such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such TPG Stockholder or any indemnified party and shall survive the transfer of such securities by such TPG Stockholder.

(b) Indemnification by the TPG Stockholders . Each TPG Stockholder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4(a)) the Company, each member of the Board, each officer, employee and agent of the Company and each other person, if any, who controls any of the foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such TPG Stockholder furnished to the Company by such TPG Stockholder specifically for inclusion in such Registration Statement, Prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities to the person asserting the claim; provided , however , that TPG Stockholder shall not be liable for any amounts in excess of the net proceeds received by such TPG Stockholder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided , further , that the obligations of the TPG Stockholders shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such securities by the Company.

(c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 4, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action; provided , however , that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 4, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, such indemnified party shall permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided , however , that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the

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expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party of all liability in respect to such claim or litigation or (ii) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of securities.

(d) Contribution . If the foregoing indemnity is held by a governmental authority of competent jurisdiction to be unavailable to the Company or any TPG Stockholder, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of the loss, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, and the relative benefits received by the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation. In connection with any registration statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and of the indemnified person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 4, no TPG Stockholder shall be required to contribute an amount greater than the net proceeds received by such TPG Stockholder from sales of Registrable Securities pursuant to the Registration Statement to which the claims relate (after taking into account the amount of damages which such TPG Stockholder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of

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material fact made in any Registration Statement or Prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Securities).

(e) No Exclusivity . The remedies provided for in this Section 4 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

Section 5. Covenants Relating to Rule 144 . The Company shall use reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and to take such further action as any TPG Stockholder may reasonably request to enable TPG Stockholders to sell Registrable Securities without registration under the Securities Act from time to time within the limitation of the exemptions provided by Rule 144. The Company shall, in connection with any request by TPG Stockholder in connection with a sale, transfer or other disposition by any TPG Stockholder of any Registrable Securities pursuant to Rule 144 either currently or prospectively with unspecified timing, promptly cause (and in no event longer than five (5) Business Days after such request) the removal of any restrictive legend or similar restriction on the Registrable Securities, and, in the case of book-entry shares, make or cause to be made appropriate notifications on the books of the Company’s transfer agent for such number of shares and registered in such names as the TPG Stockholders may reasonably request and to provide a customary opinion of counsel and instruction letter required by the Company’s transfer agent.

Section 6. Limitation on Subsequent Registration Rights . From and after the date of this Agreement, the Company shall not, without the prior written consent of the TPG Stockholders, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to the TPG Stockholders hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Section 7. Miscellaneous .

(a) Termination; Survival . The rights of each TPG Stockholder under this Agreement shall terminate upon the date that all of the Registrable Securities held by such TPG Stockholder cease to be Registrable Securities. Notwithstanding the foregoing, the obligations of the parties under Sections 3(a)(viii), 4, 5 and this Section 7 shall survive the termination of this Agreement.

(b) Governing Law . This Agreement and any claim, controversy or dispute arising under or related to this Agreement, whether in law or in equity, whether in contract or in tort, by statute or otherwise, shall be governed and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof or of any other jurisdiction that would result in the application of another law.

(c) Consent to Jurisdiction; Venue; Waiver of Jury Trial . All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York

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state or federal court sitting in the Borough of Manhattan in The City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune of from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7(C) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(C) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(d) Entire Agreement . This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement and the Stockholder Rights Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings, and agreements (including any draft agreements) with respect thereto, whether written or oral, none of which shall be used as evidence of the parties’ intent.

(e) Amendments and Waivers . No amendment of any provision of this Agreement shall be valid and binding unless it is in writing and signed by each of the parties hereto. No waiver of any right or remedy hereunder, to the extent legally allowed, shall be valid unless the same shall be in writing and signed by the party making such waiver. No waiver by any party of any breach or violation of, default under, or inaccuracy in any representation, warranty, covenant, or agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach, violation, default of, or inaccuracy in, any such representation, warranty, covenant, or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Notwithstanding the foregoing, no amendments may be made to this Agreement that adversely affect any TPG Stockholder in a manner different than any other TPG Stockholder without such adversely affected TPG Stockholder’s prior written consent.

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(f) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assignee. A “permitted assignee” means any Affiliate of any TPG Stockholder who executes and delivers to the Company a joinder to this Agreement providing that such assignee shall be bound by and shall fully comply with the terms of this Agreement as a “TPG Stockholder”. Any successor or permitted assignee of any TPG Stockholder shall be deemed a TPG Stockholder for all purposes of this Agreement to the extent such successor or permitted assignee owns Registrable Securities. No TPG Stockholder may assign its rights hereunder to any Person except to any permitted assignee.

(g) Expenses . All Registration Expenses incurred in connection with any Registration Statement under this Agreement shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the TPG Stockholders shall be borne by the TPG Stockholders of the Registrable Securities included in such registration. The obligation of the Company to bear the expenses provided for in this paragraph shall apply irrespective of whether a Registration Statement becomes effective, is withdrawn or suspended, or converted to any other form of registration and irrespective of when any of the foregoing shall occur.

(h) Counterparts; Electronic Signature . This Agreement may be executed and delivered in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by facsimile or .pdf signature by any party and such signature shall be deemed binding for all purposes hereof without delivery of an original signature being thereafter required.

(i) Severability . Any term or provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal, invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the legality, validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. In the event that any provision hereof would, under applicable law, be illegal, invalid or unenforceable in any respect, each party hereto intends that such provision shall be reformed and construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable laws and to otherwise give effect to the intent of the parties hereto.

(j) Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by email, in each case to the intended recipient as set forth below:

If to a TPG Stockholder, to the address indicated for such TPG Stockholder in Schedule A hereto with a copy ( which shall not constitute notice ) to:

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If to the Company, as follows:

with a copy ( which shall not constitute notice ) to:

Any party may, from time to time, by written notice to the other parties, designate a different address, which shall be substituted for the one specified above for such party.

(k) Specific Performance . The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

[ Signature Page to Registration Rights Agreement ]

TPG STOCKHOLDERS:

[ Signature Page to Registration Rights Agreement ]