This letter agreement is made as of December 19, 2014, by and among KKR Management Holdings L.P. (the “ Warrantholder ”), KKR Fund Holdings L.P. (the “ Preferred Stockholder ”) and WMI Holdings Corp. (“ WMI ”).
2. Reference is hereby made to that certain proposed issuance of Series B Convertible Preferred Stock of WMI (the “ Series B Issuance ”), pursuant to which WMI intends to offer and sell 600,000 shares of Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”). In connection with the Series B Issuance, the Preferred Stockholder, or an affiliate thereof, has agreed to purchase 200,000 shares of the Series B Preferred Stock (the “ Anchor Investment ”).
Pursuant to that certain Investment Agreement, dated as of January 30, 2014, by and among WMI, the Preferred Stockholder and the Warrantholder, (i) the Preferred Stockholder acquired 1,000,000 shares of the Series A Convertible Preferred Stock (collectively, the “ Series A Preferred Stock ”) and (ii) the Warrantholder acquired certain warrants to purchase, in the aggregate, 61.4 million shares of the common stock of WMI (collectively, the “ Warrants ”).
4. Upon consummation of the Anchor Investment, each of the Warrantholder and the Preferred Stockholder, as applicable, hereby agrees that it shall not (i) convert any or all of its Series A Preferred Stock, (ii) exercise its right to acquire common stock of WMI, in whole or in part, under the Warrants or (iii) offer, sell, assign, transfer, or otherwise dispose of any of the Series A Preferred Stock or Warrants, except as to an Affiliate (as defined in that certain Investor Rights Agreement, dated as of January 20, 2014, by and among WMI, the Preferred Stockholder and any other parties thereto), in either case until on or after March 20, 2015.
5. This letter agreement shall remain effective until the earlier to occur of (i) March 20, 2015 and (ii) termination of this letter agreement in a writing executed by the Warrantholder, the Preferred Stockholder and WMI.
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KKR Management cannot execute their warrants (Series A) until March 20, 2015. KKR Fund Holdings LLP has agreed to purchase 200,000 shares of Series B.
