REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of May 26, 2020 (the Agreement), by and among Coty Inc., a Delaware corporation (the Company), and KKR Rainbow Aggregator L.P., a Delaware limited partnership (together with its successors and assigns, the Investor). The Investor and any other party that may become a party hereto pursuant to Section 9(c) are referred to collectively as the Stockholders and individually each as a Stockholder.
WHEREAS, the Company and the Investor are parties to the Investment Agreement, dated as of May 11, 2020 (as amended from time to time, the Investment Agreement), pursuant to which the Company is selling to the Investor, and the Investor is purchasing from the Company, an aggregate of 1,000,000 shares of Series B Preferred Stock (the Series B Preferred Stock), which is convertible into shares of Common Stock;
WHEREAS, as a condition to the obligations of the Company and the Investor under the Investment Agreement, the Company and the Investor are entering into this Agreement for the purpose of granting certain registration and other rights to the Stockholders.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings:
Adverse Disclosure means public disclosure of material non-public information that, in the good faith judgment of the Company (after consultation with external legal counsel): (i) would be required to be made in any Registration Statement or report filed with the SEC by the Company so that such registration statement would not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.
Affiliate means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, control (including its correlative meanings, controlling, controlled by and under common control with), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.