Shareholder Agreement, dated May 24, 2019, by and between Invesco Ltd. and Massachusetts Mutual Life Insurance Company

This Shareholder Agreement is dated as of May 24, 2019, and is between Invesco Ltd., a Bermuda exempted company (“Invesco”), and Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company (“MassMutual”).

WHEREAS, Invesco and MM Asset Management Holding LLC, a wholly owned indirect Subsidiary of MassMutual (“Parent”) are parties to an Agreement and Plan of Merger, dated as of October 17, 2018 (as it may be amended from time to time, the “Merger Agreement”);

WHEREAS, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Invesco issued Parent, and Parent is the Beneficial Owner (as defined herein) of,  75,563,041  shares of Common Stock (as defined herein) and  4,010,412 shares of Series A Preferred Stock (as defined herein);

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

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither Invesco nor any of its Affiliates shall be deemed to be a Subsidiary or Affiliate of MassMutual solely by virtue of the Beneficial Ownership by MassMutual of Invesco Capital Stock, the election of any Director (including any Preferred Directors) nominated by MassMutual to the Board, or any other action taken by MassMutual in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth on such Person in, this Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under Applicable Law or accounting principles). For purposes of this Agreement, no investment advisory or investment management client of MassMutual or client of any investment adviser affiliated with MassMutual shall be considered an Affiliate of MassMutual solely by virtue of such status.

“Agreement” means this Shareholder Agreement as it may be amended, supplemented, restated or modified from time to time.

“Below Investment Grade” means that the ratings for the Series A Preferred Stock is: (a) lower than Baa3 or its equivalent (or unrated or with rating withdrawn), in the case of Moody’s Investors Service; (b) lower than BBB- or its equivalent (or unrated or with rating withdrawn), in the case of Standard & Poor’s Financial Services LLC; (c) lower than BBB- or its equivalent (or unrated or with rating withdrawn), in the case of Fitch Group or (d) lower than NAIC 2 or its equivalent (or unrated or with rating withdrawn), in the case of NAIC.

 “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; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will MassMutual be deemed to Beneficially Own any securities which it has the right to acquire pursuant to Section 2.3 unless, and then only to the extent that, it shall have actually exercised such right. For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Controlled Affiliates or any Group of which such Person or its Controlled Affiliates is or becomes a member.  Notwithstanding the foregoing, in no event shall securities Beneficially Owned by MassMutual include any securities held by it or its Affiliates in separately managed accounts, separate investment accounts or in pooled investment vehicles sponsored, managed and/or advised or subadvised by it or such Affiliates as fiduciaries for the benefit of unaffiliated third parties, so long as, in each case, such securities were acquired in the ordinary course of business of its or such Affiliates’ investment advisory, asset management, retail brokerage, wealth management or annuities business and not with the intent or purpose of influencing control of Invesco or avoiding the provisions of this Agreement.  The terms “Beneficially Own” and “Beneficial Owner” shall have correlative meanings.

“Board” means the Board of Directors of Invesco.

“Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by Law or other governmental actions to close.

“Bye-Laws” means the Third Amended and Restated Bye-Laws of Invesco, as amended or restated from time to time.

“Capital Stock” means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

“Commission” means the United States Securities and Exchange Commission, or any successor Governmental Authority.

“Common Stock” means common shares, par value $0.20 per share, of Invesco and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, share subdivision or consolidation, bonus issue, dividend or combination, or any reclassification, recapitalization, merger, amalgamation, consolidation, exchange or other similar reorganization.

“Control” (including the terms “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 any other means, or otherwise to control such Person within the meaning of such term as used in Rule 405 under the Securities Act.

“Controlled Affiliate” of any Person means any Affiliate thereof that is directly or indirectly controlled by such first Person.

“Director” means any member of the Board (other than any advisory, honorary or other non-voting member of the Board).

“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 (or any successor statute and related rules and regulations).

“Fair Market Value” means, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm’s-length negotiated transaction without time constraints.  With respect to any securities that are traded on a national securities exchange, Fair Market Value shall mean the arithmetic average of the closing prices of such securities on their principal market for the ten consecutive trading days immediately preceding, but not including, the applicable date of determination.  Other than with respect to securities described in the preceding sentence and other than Series A Preferred Stock, the Fair Market Value of (a) any property with an estimated value of less than $50,000,000 shall be determined by the Board in its good faith judgment and (b) any other property (other than the Series A Preferred Stock) shall be determined by an Independent Investment Banking Firm mutually selected by Invesco and MassMutual, whose determination shall be final and binding on the parties hereto (and the fees and expenses of such Independent Banking Firm shall be paid by Invesco).  If the Series A Preferred Stock is not traded on a national securities exchange, the Fair Market Value shall be as mutually agreed between Invesco and MassMutual; provided that if Invesco and MassMutual are unable to so agree within fifteen (15) days, then the Fair Market Value will be as determined in accordance with clause (b) of the immediately preceding sentence.

“GAAP” means U.S. generally accepted accounting principles as in effect from time to time (or any successor or replacement accounting principles applicable to Invesco’s financial statements included in its periodic reporting pursuant to the Exchange Act).

“Governance Termination Date” means the date on which MassMutual and its Controlled Affiliates cease to Beneficially Own at least (i) ten percent (10%) of the issued and outstanding Invesco Common Stock or (ii) (A) five percent (5%) of the issued and outstanding Invesco Common Stock and (B) $2,000,000,000 in aggregate Liquidation Preference; provided, however, that if as of such date MassMutual is entitled to purchase additional shares of Invesco Common Stock pursuant to Section 2.3, MassMutual shall not be deemed to have fallen below the applicable threshold if purchases pursuant to Section 2.3 would prevent it from falling below such threshold unless MassMutual fails to exercise such purchase right at a level that would result in MassMutual not falling below such threshold within the time period provided in Section 2.3.

“Governmental Authority” means any United States or foreign government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the Commission, or any other authority, agency, department, board, commission or instrumentality of the United States, any State of the United States or any political subdivision thereof or any foreign jurisdiction, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any United States or foreign governmental or non-governmental self-regulatory organization, agency or authority.

“Group” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither MassMutual nor any of its Affiliates shall be deemed to be a member of a Group with Invesco or its Affiliates solely by virtue of the existence of this Agreement or any action taken by a party hereto or any of its Affiliates which is expressly required or contemplated by the terms of this Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, this Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under Applicable Law or accounting principles).

“Independent Investment Banking Firm” means an investment banking firm or financial valuation firm of nationally recognized standing that in the reasonable judgement of the Person or Persons engaging such firm, taking into account any prior relationship with Invesco and MassMutual, is independent of Invesco and MassMutual.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or any successor statute and related rules and regulations).

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or any successor statute and related rules and regulations).

“Invesco Change of Control Transaction” shall be deemed to occur if:

(A) any Person becomes the Beneficial Owner, directly or indirectly, of Capital Stock of Invesco representing a majority of Invesco’s Total Voting Power;

(B) Invesco consummates any merger, amalgamation, scheme or plan of arrangement or consolidation or similar business combination transaction, any exchange or sale of Invesco Voting Securities, or any reorganization or other transaction with any other Person as a result of which:

(i) the Capital Stock of Invesco issued and outstanding immediately prior to such transaction does not represent (either by remaining issued and outstanding or by being converted into Capital Stock of the Person surviving or resulting from such transaction, or the ultimate parent company of such Person, having taken into account the Beneficial Ownership of it and its Controlled Affiliates), immediately after giving effect to such transactions, at least a majority of the combined Total Voting Power of (A) Invesco’s issued and outstanding Capital Stock, or (B) the surviving or resulting entity’s (or the ultimate parent company of such Person, having taken into account the Beneficial Ownership of it and its Controlled Affiliates) issued and outstanding Capital Stock; or

(ii) any Person (other than MassMutual or its Controlled Affiliates) who, together with its Controlled Affiliates, Beneficially Owns less than twenty-five percent (25.0%) of the Total Voting Power of the Invesco Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction becomes, together with its Controlled Affiliates, the Beneficial Owner of twenty-five percent (25.0%) or more of the Total Voting Power of the Capital Stock of Invesco or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction;

(C) the shareholders of Invesco approve a plan of complete liquidation or winding up of Invesco or an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all of Invesco’s assets;

(D) as a result of a proxy contest, individuals who prior to the conclusion thereof constitutes the Board (including for this purpose any new director whose election or nomination for election by Invesco’s shareholders in connection with such proxy contest was approved by a vote of at least two-thirds of the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a majority of the Board (in all cases excluding any Preferred Directors or any Board seat that is vacant or otherwise unoccupied); or

(E) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by Invesco’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board (in all cases excluding any Preferred Directors or any Board seat that is vacant or otherwise unoccupied).

“Liquidation Preference” means the liquidation preference (as such term is used in the Certificate of Designation of the Series A Preferred Stock) of Series A Preferred Stock.

“NAIC” means the National Association of Insurance Commissioners.

“Ownership Percentage” means, with respect to any Person, at any time, the quotient, expressed as a percentage, of (i) the Total Voting Power of all Invesco Capital Stock Beneficially Owned by such Person and its Controlled Affiliates divided by (ii) the Total Voting Power of all Invesco Capital Stock.

“Permitted Pledge” means a bona fide pledge of Invesco Capital Stock; provided that the Person pledging such Invesco Capital Stock retains sole voting power with respect to the Invesco Capital Stock subject to such pledge prior to any sale pursuant to a margin call, foreclosure or similar action or disposition thereof by the pledgee.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, other entity, government or any agency or political subdivision thereof or any Group comprised of two or more of the foregoing.

“Preferred Directors” has the meaning given to such term in the Certificate of Designation of the Series A Preferred Stock.

“Rating Agency” means any of Standard & Poor’s Financial Services LLC, Moody’s Investors Service, Fitch Group and NAIC.

“Representative” means a Person’s officers, directors, employees, stockholders, advisors, agents and representatives.

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

“Series A Preferred Stock” means the 5.900% Fixed Rate Non-Cumulative Perpetual Series A Preference Shares, par value $0.20 per share, of Invesco, and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, share subdivision or consolidation, bonus issue, dividend or combination, or any reclassification, recapitalization, merger, amalgamation, consolidation, exchange or other similar reorganization.

“Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partner interests of which are held by such Person or any Subsidiary of such Person and do not have a majority of the voting or similar interests in such partnership), or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“Total Voting Power” means, with respect to any Person, the total number of votes entitled to be cast by the holders of the issued and outstanding Capital Stock of such Person and any other securities of such Person entitled, in the ordinary course, to vote on matters put before the holders of the Capital Stock of such Person generally.

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Capital Stock or any interest in any Capital Stock; provided, however, that (i) a Permitted Pledge shall not be deemed to be a Transfer of any Invesco Capital Stock subject to such pledge Beneficially Owned by MassMutual or its Controlled Affiliates until such time as such Capital Stock is subject to a margin call, foreclosure or similar action or otherwise Transferred (which, for the avoidance of doubt, shall be a Transfer subject the restrictions of this Agreement); and (ii) (A) a merger, amalgamation, plan or arrangement or consolidation, sale of assets, or similar business combination transaction in which MassMutual or any Holding Company is a constituent corporation (or is otherwise a party) and results in a Person who is not an Affiliate of MassMutual acquiring either (x) all or a portion of MassMutual’s or such Holding Company’s outstanding Capital Stock, whether by tender or exchange offer, by share exchange, or otherwise or (y) at least a majority of the assets of MassMutual and its Subsidiaries, taken as a whole, and (B) any Transfer of the representative ownership interests of MassMutual, in each case shall not be deemed to be the Transfer of any Invesco Capital Stock Beneficially Owned by MassMutual or its Controlled Affiliates provided that a primary purpose of any such transaction is not to avoid the provisions of this Agreement and that the successor or surviving person (and the ultimate parent company thereof, if any) to such a merger, amalgamation, plan of arrangement or consolidation, sale of assets or similar business combination transaction, if not MassMutual or such Holding Company, expressly assumes all obligations of MassMutual under this Agreement (which, for the avoidance of doubt, shall not release MassMutual from the same).  For purposes of this Agreement, the term (i) “Holding Company” means any Subsidiary of MassMutual that in turn directly or indirectly owns all of the outstanding equity interests of all of the other Subsidiaries of MassMutual and which represents all or substantially all of the assets of MassMutual and its Subsidiaries, taken as a whole, and (ii) “Transfer” shall include the sale of a Controlled Affiliate of MassMutual or all or any material portion of MassMutual’s interest in a Controlled Affiliate which Beneficially Owns Invesco Capital Stock, unless such Transfer is in connection with a transaction of the sort referred to in clause (ii) of the proviso of the previous sentence.

“Transfer Restriction Termination Date” means (a) in the case of Invesco Common Stock, the earlier of (i) May 24, 2021 and (ii) the consummation of an Invesco Change of Control Transaction and (b) in the case of any Series A Preferred Stock, the earliest of (i) the May 24, 2024, (ii) the date that the credit rating of the Series A Preferred Stock is downgraded by any of the Rating Agencies to Below Investment Grade and (iii) the consummation of an Invesco Change of Control Transaction.

“Voting Securities” means at any time shares of any class of Capital Stock or other securities or interests of a Person which are then entitled to vote generally, and not solely upon the occurrence and during the continuation of certain specified events, in the election of directors or Persons performing a similar function with respect to such Person, and any securities convertible into or exercisable or exchangeable at the option of the holder thereof for such shares of Capital Stock.

Any other terms used but not defined in this Agreement shall have the meanings given to them in the Merger Agreement.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR AN EXEMPTION FROM SUCH REGISTRATION UNDER SUCH ACT AND SUCH LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SHAREHOLDER AGREEMENT DATED AS OF MAY 24, 2019, BETWEEN INVESCO  (THE “COMPANY”) AND MASSMUTUAL, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.”

If to MassMutual:

Massachusetts Mutual Life Insurance Company
One Marina Park, Suite 800
Boston, MA 02210
Attention:  Aaron T. Miller, Head of Strategy & Corporate Development
Email:  ***@***

with a copy to:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: General Counsel
Email: ***@***

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

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Email:  ***@***
Attention: Elizabeth A. Cooper, Esq.

If to Invesco:

Invesco Ltd.
1555 Peachtree Street, NE
Atlanta, Georgia
Attention: Kevin Carome
Email:  ***@***


with a copy to:


Invesco Ltd.
1555 Peachtree Street, NE
Atlanta, Georgia
Attention: Loren Starr
Email:  ***@***

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

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY  10019
Email:  ***@***
Attention:  Nicholas G. Demmo, Esq.

IN WITNESS WHEREOF, the parties hereto have executed this SHAREHOLDER AGREEMENT as of the date first written above.

Name:  Loren M. Starr
Title:    Senior Managing Director and

                       Chief Financial Officer

         Name:  Roger Crandall
          Title:    Chief Executive Officer

Section 1.01. Definitions.

(a) As used in and for purposes of this Agreement (as defined below), the following terms have the following meanings.

“415 Shelf Registration Statement” means a Registration Statement on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein or in the Shareholder Agreement, neither Invesco nor any of its Affiliates shall be deemed to be a Subsidiary or Affiliate of MassMutual solely by virtue of the Beneficial Ownership by MassMutual or any of its Affiliates of Invesco Capital Stock, the election of the MassMutual Designee or any Preferred Director to the Board, or any other action taken by MassMutual in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth on such Person in, the Shareholder Agreement or the Certificate of Designation (and irrespective of the characteristics of the aforesaid relationships and actions under applicable Law or accounting principles).

“Agreement” means this Exhibit A, as it may be amended, supplemented, restated or modified from time to time.

“Automatic Shelf Registration Statement” means a Registration Statement that is an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

“Demand Notice” has the meaning set forth in Section 2.02(a).

“Demand Registration” has the meaning set forth in Section 2.02(a).

“Demand Shareholders” has the meaning set forth in Section 2.02(a).

“Depositary Agreement” has the meaning set forth in Section 2.15.

“Depositary Shares” has the meaning set forth in Section 2.15.

“Employee Holder” means (a) a Person (other than MassMutual) or any of its Affiliates who has received Shares in the Mergers (as defined in the Merger Agreement), for so long as such Person Beneficially Owns any such Shares and such Shares are Registrable Securities, and (b) any Permitted Transferee of such Shares, for so long as such Permitted Transferee Beneficially Owns any such Shares and such Shares are Registrable Securities.

“Employee Registration Rights Agreement” means the Registration Rights Agreement entered into by Employee Holders and Invesco that is attached as an exhibit to the Letter of Transmittal.

“FINRA” means the Financial Industry Regulatory Authority.

“Indemnified Party” has the meaning set forth in Section 2.11(b).

“Indemnified Persons” has the meaning set forth in Section 2.11(b).

“Indemnifying Party” has the meaning set forth in Section 2.11(b).

“Inspectors” has the meaning set forth in Section 2.06(x).

“Law” means any domestic or foreign federal, state or local statute, law (whether statutory or common law), ordinance, rule, administrative interpretation, regulation, order, writ, directive, policy, guideline or other requirement (including those of any self-regulatory organization).

“Losses” means any and all damages, liabilities, losses, obligations, claims of any kind, interest, fines, penalties, assessments, costs, fees, and expenses (including reasonable fees and expenses of attorneys).

“Marketed Underwritten Offering” means an Underwritten Offering that involves (i) one-on-one meetings or calls between investors and management of Invesco, other than any Underwritten Offering in the form of a “block trade” which requires not more than three (3) one-on-one calls between investors and management of Invesco, (ii) a customary roadshow or other marketing activity that requires members of the management of Invesco to be out of the office for two (2) or more business days or group meetings or calls between investors and management of Invesco or (iii) any other substantial marketing effort by the Underwriters over a period of at least forty-eight (48) hours.

“Opting-Out Shareholder” has the meaning set forth in Section 2.13.

“Permitted Transferee” means (a) with respect to any Person, any Affiliate of such Person that is, directly or indirectly, controlled by or under common control with the first Person and (b) additionally (i) with respect to MassMutual, any transferee in a Transfer permitted pursuant to the Shareholder Agreement who acquires Common Stock or Series A Preferred Stock having a value (based on the then-current trading price of Common Stock or the liquidation preference of the Series A Preferred Stock, respectively) of not less than $25 million that agrees to be bound by the provisions of this Annex as if it were the Shareholder hereunder, and (ii) with respect to any Person, other than MassMutual, who received Shares in the Mergers (as defined in the Merger Agreement), any transferee of such Person who acquires all Shares owned by such Person that agrees to be bound by the provisions of the Employee Registration Rights Agreement as a “Shareholder” thereunder.

“Piggyback Registration” has the meaning set forth in Section 2.03.

“Prospectus” means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any free writing prospectus, whether or not required to be filed with the SEC, prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference  in such prospectus.

“Records” has the meaning set forth in Section 2.06(x).

“Registrable Securities” means all Shares currently held or hereafter acquired by the Shareholders or Employee Holders and any other securities issued or issuable in respect thereof, or in substitution therefor, in connection with any share subdivision, split, bonus issue, dividend or combination, or any reclassification, recapitalization, merger, amalgamation, consolidation, exchange or other similar reorganization or otherwise; provided, however, that any such Share or other stock or security shall cease to be a Registrable Security if and when (a) it has been sold either pursuant to an effective Registration Statement or Rule 144 or (b) in the case of Shares or such other stock or securities held by a Shareholder or Employee Holder (as the case may be) who both (i) is not at the time an affiliate (as such term is defined in Rule 12b-2 under the Exchange Act) of Invesco and such Shares or other stock or securities may immediately be sold under Rule 144 without any volume or manner of sale restrictions, and (ii) together with its Affiliates, does not Beneficially Own either at least 5% of the issued and outstanding Common Stock or $500 million in the aggregate liquidation preference of Series A Preferred Stock.

“Registration Statement” means any registration statement of Invesco that covers any of the Registrable Securities pursuant to the provisions of this Agreement or the Employee Registration Rights Agreement, including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 promulgated under the Securities Act or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

“Section 2.13 Opt-Out” has the meaning set forth in Section 2.13.

“Shareholder” means (a) MassMutual or any of its Affiliates who has received Shares in the Mergers (as defined in the Merger Agreement) other than Employee Holders, for so long as such Person Beneficially Owns any such Shares and such Shares are Registrable Securities, and (b) any Permitted Transferee of such Shares, for so long as such Permitted Transferee Beneficially Owns any such Shares and such Shares are Registrable Securities.

“Shareholder Agreement” refers to that certain Shareholder Agreement, dated as of the Closing Date (as defined in the Merger Agreement), entered into between Invesco and MassMutual, as it may be amended, supplemented, restated or modified from time to time, to which this Agreement forms Exhibit A.

“Shareholder Information” has the meaning set forth in Section 2.11(b).

“Shares” means, (a) with respect to each Shareholder, each Employee Holder, and each of the foregoing’s Permitted Transferees, the shares of Common Stock or Series A Preferred Stock received as merger consideration pursuant to the Merger Agreement and (b) additionally with respect to MassMutual and its Permitted Transferees, all other shares of Common Stock or Series A Preferred Stock held by them as permitted by the Shareholder Agreement.

“Shelf Offering” has the meaning set forth in Section 2.01(c).

“Shelf Registration Statement” has the meaning set forth in Section 2.01(a).

“Suspension Period” has the meaning set forth in Section 2.08(a).

“Take-Down Notice” has the meaning set forth in Section 2.01(c).

“Transfer” means (i) any direct or indirect sale, assignment, disposition or other transfer, either voluntary or involuntary, of any capital stock or interest in any capital stock or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise.

“Transfer Restriction Termination Date” has the meaning set forth in the Shareholder Agreement.

“Underwriter” means, with respect to any Underwritten Offering, a securities dealer who purchases any Common Stock or Series A Preferred Stock as a principal in connection with a distribution of such securities.

“Underwriter’s Lockup” has the meaning set forth in Section 2.07(c).

“Underwritten Offering” means a public offering of securities registered under the Securities Act in which an Underwriter participates in the distribution of such securities.

“Underwritten Offering Limitations” has the meaning set forth in Section 2.01(d).

(b) Any capitalized terms used but not defined herein and the term “control” (including the terms “controlled by” and “under common control with”) have the meanings given to such terms in the Shareholder Agreement, to which this Agreement forms Exhibit A.

Section 2.01. Shelf Registration.

(a) Filing. Subject to Section 2.08, Invesco will, if it is then eligible to use a 415 Shelf Registration Statement, prepare and file a 415 Registration Statement permitting registration of Registrable Securities for resale by Shareholders in accordance with the methods of distribution elected by the Shareholders (in accordance with Section 2.01(d)(iv)) and set forth in the Registration Statement (a “Shelf Registration Statement”); provided that:

(i) if Invesco is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act), Invesco will file, no later than the earlier of (i) the Transfer Restriction Termination Date if occurring pursuant to clause (a)(i) or (b)(i) of the definition of Transfer Restriction Termination Date and (ii) the tenth (10^th) Business Day following the Transfer Restriction Termination Date if occurring pursuant to any other clause thereof, an Automatic Shelf Registration Statement (or, if at such time it has in place an effective Automatic Shelf Registration Statement, a Prospectus thereto) useable for the resale of Registrable Securities under the Securities Act from and after the applicable Transfer Restriction Termination Date.

(ii) if Invesco is not a well-known seasoned issuer but is eligible to file a 415 Shelf Registration Statement (and does not have a 415 Shelf Registration Statement available for use with respect to the Registrable Securities), Invesco will file as far in advance as is reasonably necessary or advisable, and shall use its reasonable best efforts, to ensure that such 415 Shelf Registration Statement is effective under the Securities Act not later than the Transfer Restriction Termination Date; provided, that if the Transfer Restriction Termination Date occurs pursuant to any clause of such definition other than clause (a)(i) or (b)(i), Invesco will make such filing not later than the tenth (10^th) Business Day following such Transfer Restriction Termination Date and shall use its reasonable best efforts, to ensure that such 415 Shelf Registration Statement is effective under the Securities Act as promptly as practicable thereafter.

At the time the Shelf Registration Statement is declared effective, each Shareholder shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Shareholder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable Law and the methods of distribution elected by the Shareholders pursuant to Section 2.01(d)(iv).  It is acknowledged that such Shelf Registration Statement may also list Employee Holders as selling securityholders.  Any Shelf Registration Statement shall contain such intended customary methods of distribution of the Shares chosen by the Shareholders in accordance with Section 2.01(d)(iv) and contemplated hereby.

(b) Continued Effectiveness.  Until the earlier of (i) such time as all Registrable Securities cease to be Registrable Securities or (ii) Invesco is no longer eligible to maintain a Shelf Registration Statement, Invesco will keep current and effective a Shelf Registration Statement with respect to resales of all Registrable Securities following the required filing thereof, and file such supplements or amendments to such Shelf Registration Statement as may be necessary or appropriate in order to keep such Shelf Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act.  In the event that Invesco is no longer eligible to maintain a Shelf Registration Statement, Invesco shall provide written notice to the Shareholders of such ineligibility within two (2) Business Days of the date on which Invesco becomes aware of such ineligibility.  In the case where the Registrable Securities are Common Stock, Invesco shall use reasonable best efforts to cause the Registrable Securities to, not later than the Transfer Restriction Termination Date (or, in the case of any Transfer Restriction Termination Date occurring pursuant to any clause of such definition other than clause (a)(i) or (b)(i), not later than the tenth (10^th) Business Day following such Transfer Restriction Termination Date), be qualified for trading on any securities exchange on which the Common Stock is listed or quoted.

(c) Use of Shelf Registration Statement.  Following the Transfer Restriction Termination Date, each Shareholder shall have the right to use any Shelf Registration Statement then effective to Transfer all or a portion of its Registrable Securities (i) in an unrestricted number of brokered transactions and (ii) in Underwritten Offerings in accordance with Section 2.01(d).  Without limiting the generality of the foregoing, at any time that a Shelf Registration Statement is effective, if a Shareholder delivers a written notice (a “Take-Down Notice”) to Invesco stating that it intends to effect an offering of all or part of its Registrable Securities that are registered on such Shelf Registration Statement (a “Shelf Offering”) and stating the number of Registrable Securities to be included in such Shelf Offering, then Invesco shall as promptly as practicable amend or supplement the Shelf Registration Statement and/or related Prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering.  If the Shelf Offering relates to an Underwritten Offering, then the amendment or supplement to the Shelf Registration Statement and/or related Prospectus shall take into account the inclusion of Registrable Securities by any other Shareholders pursuant to Section 2.01(d) below, and may take into account the inclusion of “Registrable Securities” pursuant to a corresponding provision of the Employee Registration Rights Agreement.

(d) Underwritten Offerings pursuant to Shelf Registration Statement.  Upon the receipt by Invesco of a Take-Down Notice hereunder or pursuant to a corresponding provision of the Employee Registration Rights Agreement from holders of a majority of the type of Shares to be sold that they desire to sell Registrable Securities in an Underwritten Offering, Invesco will give written notice of such request to all other Shareholders who hold Registrable Securities of that type, which notice shall be given in any event within five (5) Business Days of the date on which Invesco received the initial request.  Any other Shareholders that desire to sell Registrable Securities of that type in such Underwritten Offering shall give written notice to Invesco within three (3) Business Days after the date Invesco gave such other Shareholders notice of such initial request specifying the number of Registrable Securities of that type proposed by such Shareholder to be included in such Underwritten Offering.  A Shareholder may change the number of Registrable Securities proposed to be offered in any such Underwritten Offering at any time prior to the pricing of such offering so long as such change would not materially adversely affect the timing or success of such Underwritten Offering.  Invesco will cooperate with such Shareholders and any Underwriter in effecting an Underwritten Offering pursuant to the Shelf Registration Statement as promptly as reasonably practicable with respect to all such Registrable Securities, subject to the following limitations and conditions with respect to Underwritten Offerings (the “Underwritten Offering Limitations”):

(i) Invesco shall not be required to effect (A) any Underwritten Offering within one hundred and eighty (180) days after a Marketed Underwritten Offering pursuant to this Agreement or the Employee Registration Rights Agreement, and (B) any Underwritten Offering within ninety (90) days after another Underwritten Offering pursuant to this Agreement or the Employee Registration Rights Agreement.

(ii) Invesco shall not be required to effect more than two Underwritten Offerings (including Marketed Underwritten Offerings) pursuant to this Agreement or the Employee Registration Rights Agreement in any rolling twelve (12)-month period.

(iii) Invesco shall not be required to effect any Underwritten Offering unless the aggregate gross proceeds expected to be received from the sale of Registrable Securities in such offering pursuant to this Agreement and the Employee Registration Rights Agreement is at least $50 million (provided that in the case of any Marketed Underwritten Offering of Series A Preferred Stock, the aggregate gross proceeds expected to be received from the sale of such Series A Preferred Stock pursuant to this Agreement and the Employee Registration Rights Agreement in such offering is at least $200 million).

(iv) The holders of a majority of the type of Registrable Securities to be offered shall be entitled to (A) select one or more nationally recognized investment banking firms to serve as a lead Underwriter and one or more additional Underwriters and (B) determine the plan of distribution (which shall be in a customary form); if the Underwritten Offering is a Marketed Underwritten Offering, Invesco shall be entitled to select an additional nationally recognized investment banking firm to serve as a co-lead Underwriter (with each of the two such co-lead Underwriters to be treated substantially the same in all respects, including underwriting discounts, fees and commissions).

(e) Effect on Demand Registration Obligations.  The provisions of Section 2.02 shall not apply at any time Invesco is eligible to file and maintain the effectiveness of a Shelf Registration Statement and so maintains the effectiveness of such Shelf Registration Statement.

Section 2.02. Demand Registration.

(a) Demand by Shareholders.  If, at any time after the applicable Transfer Restriction Termination Date, Invesco is no longer eligible to use a Shelf Registration Statement, then at the written request of holders of a majority of the Registrable Securities then held by the Shareholders and Employee Holders, Invesco will, within thirty (30) days of such request, file a Registration Statement to register the resale of Registrable Securities pursuant to an Underwritten Offering (a “Demand Notice”) as is so requested by such holders.  Invesco will (i) give written notice of such request to all other Shareholders who hold Registrable Securities (which notice shall be given in any event within three (3) Business Days of the date on which Invesco received the applicable Demand Notice) and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered in the Demand Notice or by any other Shareholders by written notice to Invesco given within three (3) Business Days after the date Invesco gave such other Shareholders notice of the Demand Notice (collectively, the “Demand Shareholders”) and (ii) will file a Registration Statement, on an appropriate form which Invesco is then eligible to use, to register the resale of such Registrable Securities in an Underwritten Offering (each such registration, a “Demand Registration”).  Each Demand Notice will specify the number of Registrable Securities proposed to be offered for sale.  The Demand Shareholders may change the number of Registrable Securities proposed to be offered pursuant to any Demand Registration at any time prior to the pricing of such Underwritten Offering so long as such change would not materially adversely affect the timing or success of the Underwritten Offering.  Subject to Section 2.05 and with the written consent of holders of a majority of the Registrable Securities included in the Demand Registration (such consent not to be unreasonably withheld), Invesco may include in any registration effected pursuant to this Section 2.02 any securities for its own account or for the account of holders of Common Stock (other than the Shareholders and Employee Holders).

(b) Effective Registration.  Invesco will use its reasonable best efforts to (i) cause any Registration Statement filed in connection with a Demand Registration to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable after the filing thereof with the Commission and (ii) keep such Registration Statement current and effective for a period of not less than ninety (90) days or such longer period as, based upon the opinion of counsel for the Underwriters, a prospectus is required by Law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer.  Invesco further agrees to supplement or make amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the period referred to in clause (ii) above, including (A) to respond to the comments of the SEC, if any, (B) as may be required by the registration form utilized by Invesco for such Registration Statement or by the instructions to such registration form, (C) as may be required by the Securities Act or (D) as may be reasonably requested in writing by the Demand Shareholders or any Underwriter.

(c) Limitations.  Invesco’s obligations in this Section 2.02 shall be subject to the Underwritten Offering Limitations.

Section 2.03. Piggyback Registration.  If at any time after the Transfer Restriction Termination Date, and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Invesco proposes to file a Registration Statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Common Stock or Series A Preferred Stock for (a) Invesco’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC)) or (b) the account of any holder of  Common Stock or Series A Preferred Stock (in each case, other than a Shareholder or Employee Holder), then Invesco shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date).  Upon a written request given by any Shareholders to Invesco within five (5) Business Days after delivery of any such notice by Invesco, to include applicable Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of such Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable, and shall only include securities of the same type being sold in the Underwritten Offering to which such additional registration relates), Invesco shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Invesco’s or such holder’s shares of Common Stock or Series A Preferred Stock, as the case may be (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, Invesco shall determine for any reason not to proceed with the proposed registration or disposition, then Invesco may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities pursuant to this Agreement in connection with such registration, or dispose of any Registrable Securities pursuant to this Agreement in connection with such Underwritten Offering, as applicable.  Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Invesco with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03; provided that if any Shareholder who has requested inclusion in such offering disapproves of the terms of the related underwriting agreement, such Shareholder shall not be required to enter into such underwriting agreement and shall withdraw from such offering by providing written notice to Invesco and the Underwriter(s) no later than the earlier of (x) the day prior to the time at which the public offering price and underwriters’ discount are determined with the Underwriter(s) and (y) the effective date of the applicable registration statement or, in the case of a Shelf Registration Statement, take down.  No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Invesco of its obligations under Section 2.01 or Section 2.02.  The registration or sale of Registrable Securities as provided in this Section 2.03 or a corresponding provision of the Employee Registration Rights Agreement shall not count as an Underwritten Offering for purposes of the Underwritten Offering Limitations.

Section 2.04. Withdrawal of Request for Underwritten Offering or Demand Registration.  Holders of a majority of the Registrable Securities of that type then held in the aggregate by the Employee Holders and Shareholders will be permitted to rescind a request for an Underwritten Offering pursuant to a Shelf Registration Statement or a request for a Demand Registration without having to reimburse Invesco for any expenses; provided that should requesting holders that, in the aggregate, hold a majority of the Registrable Securities of the type that previously made such request rescind such request in writing (for the avoidance of doubt, a delay in the timing of an Underwritten Offering or a reduction in the number of Registrable Securities proposed to be offered shall not be deemed a rescission), each such rescinding Shareholder shall promptly reimburse Invesco for the reasonable and documented out of pocket expenses incurred by Invesco in connection with such request on a pro rata basis in accordance with the number of Registrable Securities of the type that each such Shareholder originally intended to be offered (as compared to all Registrable Securities originally intended to be offered by all Shareholders and Employee Holders), and following such reimbursement in full (and only at such event), such request (including any similar request pursuant to the Employee Registration Rights Agreement) will not count as a request for an Underwritten Offering or Demand Registration for purposes of determining the time for future Underwritten Offerings or Demand Registrations pursuant to Section 2.01 or Section 2.02.

Section 2.05. Reduction of Size of Underwritten Offering.  Notwithstanding anything to the contrary contained herein, if the lead Underwriter(s) of an Underwritten Offering advises Invesco in writing that, in its view, the number of shares of Common Stock or Series A Preferred Stock (including any Registrable Securities) that Invesco, Employee Holders, Shareholders and any other Persons intend to include in any Registration Statement or dispose of pursuant to any Underwritten Offering exceeds the number that can be sold in such offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering, then the number of shares of Common Stock or Series A Preferred Stock to be included in the Registration Statement, or disposed of pursuant to such Underwritten Offering, as applicable, for the account of Invesco, Employee Holders, Shareholders and any other Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Underwritten Offering, as applicable, to the number recommended by such lead Underwriter(s); provided, however, that such reduction shall be made in accordance with the following priorities:

(a) priority in the case of an Underwritten Offering pursuant to Section 2.01 or a Demand Registration pursuant to Section 2.02 will be (i) first, all Registrable Securities  requested to be included in the Registration Statement, or disposed of pursuant to the Underwritten Offering or the Demand Registration, as applicable, for the account of the Shareholders and Employee Holders participating in the Underwritten Offering pursuant to Section 2.01 or Section 2.02 or corresponding provisions of the Employee Registration Rights Agreement, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Employee Holders and such Shareholders, (ii) second, any Common Stock or Series A Preferred Stock proposed to be offered by Invesco for its own account and (iii) third, pro rata among any other holders of shares of  Common Stock or Series A Preferred Stock requested to be registered, or disposed of, as applicable, so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter;

(b) priority in the case of a Registration Statement or Underwritten Offering initiated by Invesco for its own account which gives rise to a Piggyback Registration pursuant to Section 2.03 will be (i) first, Common Stock or Series A Preferred Stock proposed to be offered by Invesco for its own account, (ii) second, the Registrable Securities of the type requested to be included in the Registration Statement, or disposed of pursuant to the Underwritten Offering, as applicable, for the account of the Shareholders or the Employee Holders or the pursuant to their registration rights under Section 2.03 or corresponding provisions of the Employee Registration Rights Agreement, respectively, pro rata on the basis of the aggregate number of Registrable Securities of the type sought to be registered or disposed of by such holders of Common Stock or Series A Preferred Stock, so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter and (iii) third, pro rata among any other holders of Common Stock or Series A Preferred Stock requested to be registered, or disposed of, as applicable, so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; and

(c) priority in the case of a Registration Statement or Underwritten Offering initiated by Invesco for the account of holders of Common Stock or Series A Preferred Stock (other than the Shareholders or Employee Holders) pursuant to registration rights afforded to such holders pursuant to a contractual right with Invesco which gives rise to a Piggyback Registration pursuant to Section 2.03 or a corresponding provision of the Employee Registration Rights Agreement will be (i) first, the Registrable Securities of the type requested to be included in the Registration Statement, or disposed of pursuant to the Underwritten Offering, as applicable, for the account of the Shareholders or the Employee Holders pursuant to their registration rights under Section 2.03 or corresponding provision of the Employee Registration Rights Agreement, respectively, and any other holders of shares with comparable registration rights (including those requesting the offering pursuant to such contractual right), pro rata on the basis of the aggregate number of Registrable Securities of the type sought to be registered or disposed of by such holders of Common Stock or Series A Preferred Stock, and (iii) second, Common Stock or Series A Preferred Stock offered by Invesco for its own account, so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter.

Section 2.06. Registration Procedures.  (a)  In connection with the registration of the sale of Registrable Securities pursuant hereto, Invesco will as promptly as reasonably practicable:

(i) Following the filing and effectiveness of any Registration Statement or Prospectus pursuant to Section 2.01(b) or Section 2.02(b), use it reasonable best efforts to promptly prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and Prospectus as may be necessary to cause or maintain the effectiveness of such Registration Statement for so long as such Registration Statement is required to be kept effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during the period in which such Registration Statement is required to be kept effective;

(ii) no less than five (5) Business Days prior to the initial filing of a Registration Statement or Prospectus pursuant to Sections 2.01(a) or 2.02(a), furnish to the relevant Shareholders copies of any such Registration Statement or Prospectus as it is proposed to be filed, and thereafter promptly furnish copies of each amendment and supplement thereto (in each case including all exhibits thereto, including each preliminary Prospectus, but not including information deemed incorporated therein unless specific to the Shareholders or any offering pursuant hereto), along with copies of any and all correspondence with the Commission relating such Registration Statement or Prospectus and the Shareholders or any offering pursuant hereto, any agreement with the Underwriters related to such offering and such other documents in such quantities as such Shareholders may reasonably request from time to time in order to facilitate the disposition of such Registrable Securities (including in connection with any Underwritten Offering), and give a Representative designated by the Shareholders and such Representative’s Representatives a reasonable opportunity to review and comment on the same prior to filing any such documents, it being understood that Invesco shall not file any such Registration Statement containing any statements with respect to the Shareholders or the “Plan of Distribution” to which the Shareholders shall reasonably object in writing;

(iii) cause Invesco’s Representatives to supply all information reasonably requested by the relevant Shareholders, any Underwriter or their respective Representatives in connection with the Registration Statement or Underwritten Offering that is customarily provided by issuers and their Representatives in connection with a Registration Statement or Underwritten Offering;

(iv) notify each Shareholder, as promptly as practicable, after it shall receive notice thereof, of the time when such Registration Statement, or any post-effective amendments to such Registration Statement, shall have become effective (if not automatically effective), or a supplement to any Prospectus forming part of such Registration Statement that relates to or could reasonably be expected to adversely impact the Shareholders or any offering by them has been filed or when any document is filed with the Commission that would be incorporated by reference or deemed incorporated by reference into the Prospectus and that relates to or could reasonably be expected to adversely impact the Shareholders or any offering by them;

(v) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such U.S. jurisdictions as the relevant Shareholders or Underwriters reasonably request; provided, however, that Invesco shall in no event be required to (x) qualify generally to do business in any jurisdiction where it is not then so qualified, (y) subject itself to taxation in any jurisdiction where it is not otherwise then so subject, or (z) consent to general service of process in any jurisdiction where it is not then so subject;

(vi) promptly notify the relevant Shareholders at any time when a Prospectus relating to Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which Invesco becomes aware that the Prospectus included in a Registration Statement or the Registration Statement or amendment or supplement relating to such Registrable Securities contains 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, in the light of the circumstances under which they were made, not misleading, and Invesco will promptly prepare and file with the Commission a supplement or amendment to such Prospectus and Registration Statement so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus and Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(vii) advise the Underwriter(s), if any, and the relevant Shareholders promptly and, if requested by such Persons, confirm such advice in writing, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or “blue sky” laws, Invesco shall use its reasonable best efforts to obtain the withdrawal or lifting of such order as promptly as practicable and shall promptly notify the Shareholders in writing of any such withdrawal or lifting of such order;

(viii) enter into and perform customary agreements (including underwriting agreements) and use reasonable best efforts to take such other actions as are reasonably requested by the relevant Shareholders in order to expedite or facilitate the disposition of such Registrable Securities, including, subject to the provisions of Section 2.01(d) with respect to Underwritten Offerings, preparing for and participating in a road show and other customary selling efforts as the Underwriters, if any, or such Shareholders reasonably request in order to expedite or facilitate such disposition;

(ix) if requested by the relevant Shareholders or the Underwriter(s), if any, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Shareholders and such Underwriter(s), if any, may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities, information with respect to the number of Registrable Securities being sold to such Underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, and make all required filings of such Prospectus supplement or post-effective amendment as promptly as practicable after Invesco is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(x) except to the extent prohibited by applicable Law and subject to entry into a customary confidentiality agreement or arrangement, make available, after reasonable advance notice, for inspection by any Underwriter participating in any disposition of such Registrable Securities and a Representative designated by such Shareholders, if any (collectively, the “Inspectors”), during business hours at the offices where such information is normally kept, any financial and other records and corporate documents of Invesco (collectively, the “Records”) as will be reasonably necessary to enable them to conduct reasonable and customary due diligence with respect to Invesco and the related Registration Statement and Prospectus and request the Representatives of Invesco and its Subsidiaries to supply all information reasonably requested by any such Inspector; provided, however, that Records and information obtained hereunder will be used by such Inspectors only for purposes of conducting such due diligence;

(xi) use its reasonable best efforts to obtain and deliver to each Underwriter and a Representative designated by such Shareholders, if any, a comfort letter from the independent registered public accounting firm for Invesco (and additional comfort letters from the independent registered public accounting firm for any company acquired by Invesco whose financial statements are included or incorporated by reference in the Registration Statement) in customary form and covering such matters as are customarily covered by comfort letters as such Underwriter and such Shareholders may reasonably request; provided, however, that if Invesco fails to obtain such comfort letter hereunder or similar comfort letter pursuant to the Employee Registration Rights Agreement and the relevant offering is abandoned, then such Underwritten Offering or Demand Registration will not count as an Underwritten Offering or Demand Registration, as applicable, for purposes of determining when future Underwritten Offerings or Demand Registrations may be requested by Shareholders pursuant to Section 2.01 or Section 2.02;

(xii) use its reasonable best efforts to obtain and deliver to each Underwriter and a Representative designated by such Shareholders, if any, a 10b-5 statement and legal opinion from Invesco’s external counsel in customary form and covering such matters as are customarily covered by 10b‑5 statements and legal opinions as such Underwriter and/or such Shareholders may reasonably request; provided, however, that if Invesco fails to obtain such statement or opinion hereunder or similar statement or opinion pursuant to the Employee Registration Rights Agreement and the relevant offering is abandoned, then such Underwritten Offering or Demand Registration will not count as an Underwritten Offering or Demand Registration, as applicable, for purposes of determining when future Underwritten Offerings or Demand Registrations may be requested by Shareholders pursuant to Section 2.01 or Section 2.02;

(xiii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its securityholders, within the required time period, an earnings statement covering a period of twelve (12) months, beginning with the first fiscal quarter after the effective date of the Registration Statement relating to such Registrable Securities (as the term “effective date” is defined in Rule 158(c) under the Securities Act), which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto;

(xiv) 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;

(xv) cooperate with such Shareholders and the lead Underwriter or Underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold under the Registration Statement in a form eligible for deposit with The Depository Trust Company not bearing any restrictive legends and not subject to any stop transfer order with any transfer agent, and cause such Registrable Securities to be issued in such denominations and registered in such names as the lead Underwriter or Underwriters, if any, may request in writing or, if not an Underwritten Offering, in accordance with the instructions of such Shareholders, in each case in connection with the closing of any sale of Registrable Securities;

(xvi) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities;

(xvii)             furnish to each such Shareholder and each Underwriter, if any, without charge, as many conformed copies as such Shareholder or Underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including any Prospectus contained therein, any financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference), and Invesco hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the Underwriters or agents, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto in accordance with the terms hereof;

(xviii)            make representations and warranties to such Shareholders and the Underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary offerings;

(xix) use reasonable best efforts to cooperate with each such Shareholder and each Underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(xx) use its reasonable best efforts to cause such Registrable Securities to be listed or quoted on each securities exchange or national quotation system on which such Registrable Securities are then listed or quoted;

(xxi) use its reasonable best efforts to remain a well-known seasoned issued and to not become an ineligible issuer (as defined in Rule 405 under the Securities Act);

(xxii)             deliver as promptly as practicable to the Shareholders’ counsel copies of all correspondence between the Commission or any state securities authority, on the one hand, and Invesco, its counsel or auditors, on the other hand, with respect to any Registration Statement relating to Registrable Securities and that relates to or could reasonably be expected to adversely impact the Shareholders or any offering by them; and

(xxiii)             use its reasonable best efforts to take all such other actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms hereof.

(b) In connection with the Registration Statement relating to such Registrable Securities covering an Underwritten Offering, Invesco and the relevant Shareholders agree to enter into a written agreement with the Underwriters selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement, provided that no such Shareholder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Shareholder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Shareholder, (ii) such Shareholder’s power and authority to effect such transfer, (iii) such matters pertaining to such Shareholder’s compliance with securities laws with respect to the Registrable Securities as may be reasonably requested, (iv)  the accuracy of information provided by such Shareholder, (v) lack of consents or approvals required for Shareholder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties provided, further that any obligation of such Shareholder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint, among such Shareholders selling Registrable Securities, and such liability shall be limited to the net proceeds actually received by such Shareholder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such Registration Statement or Prospectus, and the relative liability of each such Shareholder shall be in proportion to such net amounts.  In the event an Underwritten Offering is not consummated because any condition to the obligations under any related written agreement with such Underwriters (including any entered into pursuant to a corresponding provision of the Employee Registration Rights Agreement) is not met or waived, and such failure to be met or waived is not attributable to the fault of the Shareholders or Employee Holders, such Underwritten Offering will not count for purposes of determining when future Underwritten Offerings may be requested by Shareholders pursuant to Section 2.01 or Section 2.02.

Section 2.07. Conditions to Offerings.  (a)  The obligations of Invesco to take the actions contemplated by Section 2.01, Section 2.02, Section 2.03 and Section 2.06 with respect to an offering of Registrable Securities will be subject to the following conditions:

(i) Invesco may require the relevant Shareholders to furnish to Invesco such information regarding such Shareholders, the Registrable Securities or the distribution of such Registrable Securities as Invesco may from time to time reasonably request in writing and as shall be reasonably required in connection with any registration required in connection with this Article 2 (and each Shareholder shall immediately notify Invesco if any such furnished information becomes inaccurate or misleading); and

(ii) in any Underwritten Offering, the relevant Shareholders, together with Invesco and any other holders of Invesco’s securities proposing to include securities in any Underwritten Offering, will enter into a customary underwriting agreement in accordance with Section 2.06(b) with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings.

(b) Each Shareholder agrees that, upon receipt of any notice from Invesco of the happening of any event of the kind described in Section 2.06(a)(vi) or 2.06(a)(vii) or a condition described in Section 2.08(a), the Shareholders will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until the Shareholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.06(a)(vi) or notice from Invesco of the termination of the stop order or Suspension Period.  In the event Invesco gives any such notice, the applicable time period mentioned in Section 2.02(b) during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 2.07(b) to and including the date when the Shareholders will have received the copies of the supplemented or amended Prospectus contemplated by Section 2.06(a)(vi) or notice from Invesco of the termination of the stop order or Suspension Period.

(c) Each Shareholder agrees that to the extent timely notified in writing by the Underwriters managing any Underwritten Offering by Invesco of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of  Common Stock, or Series A Preferred Stock, each such Shareholder that is participating in such Underwritten Offering shall agree (the “Underwriter’s Lockup”) not to Transfer any Shares without the prior written consent of Invesco or such Underwriters during the period beginning seven (7) days before and ending one sixty (60) days (or, in either case, such lesser period as may be permitted for all Shareholders by Invesco or such managing Underwriter or Underwriters) after the pricing date of such Underwritten Offering, subject to any exceptions permitted by such managing Underwriter or Underwriters; provided that in no event shall the Shareholders be obligated to enter into such Underwriter’s Lockup that are any more restrictive than such agreements agreed to by Invesco, its directors and executive officers or the other shareholders of Invesco participating in such offering; provided, further, that Invesco, its directors, executive officers or other shareholders shall not be released from any Underwriter’s Lockup unless the Shareholders are similarly released; and provided, further, that any Underwriter’s Lockup shall contain customary exceptions for financial services firms.

(d) Invesco agrees that to the extent timely notified in writing by the Underwriters managing any Underwritten Offering contemplated by Section 2.01 or Section 2.02, Invesco agrees to enter into an Underwriter’s Lockup not to Transfer any Shares without the prior written consent of the Shareholders or such Underwriters during the period ending seven (7) days before and ending sixty (60) days after the pricing date of such Underwritten Offering, subject to any exceptions permitted by such managing Underwriter or Underwriters; provided that in no event shall Invesco be obligated to enter into such Underwriter’s Lockup that is any more restrictive than such agreements agreed to by any Shareholders participating in such offering; and provided, further, that the Shareholders shall not be released from any Underwriter’s Lockup unless Invesco is similarly released; and provided, further, that any Underwriter’s Lockup shall contain customary exceptions for financial services firms.

Section 2.08. Suspension Periods.

(a) Notwithstanding anything to the contrary contained in this Agreement, if the filing, initial effectiveness or continued use of (i) any Shelf Registration Statement for resales of Registrable Securities pursuant to Section 2.01 or Section 2.03 or (ii) any Registration Statement for resales of Registrable Securities pursuant to Section 2.02 or Section 2.03 at any time would, (A) in the good faith judgment of the Board of Directors of Invesco, (i) require the disclosure of material non-public information by Invesco, the premature disclosure of which at such time would be materially detrimental to Invesco, or (ii) require the disclosure in any such Shelf Registration Statement or Registration Statement of a contemplated bona fide material financing, acquisition, corporate reorganization or other similar material transaction or other material event or circumstance affecting Invesco, the premature disclosure of which at such time would be materially detrimental to Invesco or the holders of any Invesco Capital Stock or would violate any confidentiality commitment; or (B) require the inclusion, at that time, in such Shelf Registration Statement or Registration Statement, as applicable, of financial statements of a business to be acquired, or pro forma financial statements reflecting the acquisition of such business, where the business combination has occurred, or is probable, and such financial statements are not then available to Invesco for reasons beyond Invesco’s control; provided, in the case of this clause (B), that Invesco shall use its reasonable best efforts to obtain such financial statements as promptly as practicable, Invesco shall be entitled, from time to time, by delivering  a certificate signed by the chief executive officer or the chief financial officer of Invesco to the Shareholders certifying to the determination of the Board of Directors of Invesco described above, to require the Shareholders to suspend the use of the Prospectus included in any Shelf Registration Statement or to postpone the filing or suspend the use of any Registration Statement for a reasonable period of time (a “Suspension Period”).  A Suspension Period shall terminate upon the earliest of (i) the date upon which Invesco notifies the Shareholders in writing that suspension of such rights for the grounds set forth in this Section 2.08 is no longer necessary, (ii) the date upon which copies of any applicable supplemented Prospectus is distributed to the Shareholders (in the case of a suspension pursuant to clause (A)(i) above, and (iii) in the case of clause (A)(ii) above, the date upon which Invesco has filed such reports or obtained and filed the financial information required to be included or incorporated by reference in a Registration Statement; provided that no Suspension Period shall exceed forty-five (45) days in succession (or a longer period of time with the prior written consent of a majority of the Shareholders), two (2) times in any one-year period, or less than thirty (30) days from the termination of the prior Suspension Period; provided that Invesco shall not register or sell, or permit the registration or sale of, any securities for its own account or that of any other shareholder during any Suspension Period.  In the event of any such Suspension Period, Invesco shall furnish to the Shareholders a written notice setting forth the estimated length of the anticipated delay.  Invesco will use reasonable best efforts to limit the length of any Suspension Period and shall notify the Shareholders promptly upon the termination of the Suspension Period.  Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information.  Invesco shall respond promptly to reasonable inquiry by a Shareholder as to such facts and circumstances.  After the expiration of any Suspension Period and without any further request from a Shareholder, Invesco shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable Shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary so that the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.  No Suspension Period shall be in effect hereunder unless a corresponding Suspension Period is also in effect pursuant to the Employee Registration Rights Agreement.

(b) Upon notice by Invesco to the Shareholders of any determination to commence a Suspension Period, the Shareholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Common Stock or Series A Preferred Stock pursuant to such Prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier (y) Invesco has provided notice that the Suspension Period has been terminated.

(c) In addition to the foregoing, in no event shall Invesco be required to file any Registration Statement, Prospectus or amendments thereto, or undertake any Underwritten Offering, during any period starting with the fifteenth (15^th) day of the third month of each fiscal quarter and ending two Business Days after Invesco’s regular release of earnings for such quarter.

Section 2.09. Registration Expenses.  Subject to the other provisions of this Agreement, all fees and expenses incident to Invesco’s performance of or compliance with this Agreement, including all fees and expenses incurred in complying with securities or “blue sky” laws, printing expenses, any registration or filing fees payable under any federal or state securities or “blue sky” laws, the fees and expenses incurred in connection with any listing or quoting of the securities to be registered on any national securities exchange or automated quotation system, fees of FINRA or the Bermuda Monetary Authority, fees and disbursements of counsel for Invesco and of one counsel for the holders of Registrable Securities (which counsel shall be chosen by the holders of a majority of the Registrable Securities included in the applicable offering) up to an aggregate amount of $75,000 (which, for the avoidance of doubt, includes the corresponding fees pursuant to the Employee Registration Rights Agreement), and fees and expenses of Invesco’s independent registered certified public accounting firm, will be borne by Invesco; provided, however, that the Shareholders will bear and pay their own legal expenses (except as provided above), underwriting discounts, fees and commissions of any Underwriters and transfer taxes and any expenses required by applicable Law to be paid by a selling shareholder, in each case with respect to Registrable Securities offered for the Shareholders’ account pursuant to any Registration Statement.

Section 2.10. Rules 144 and 144A and Regulation S.  Invesco covenants that it will use reasonable best efforts to (a) comply with all applicable requirements under the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission thereunder, including by filing the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and (b) take any such further action promptly as reasonably requested, in each case all to the extent required from time to time to enable the Shareholders to sell Registrable Securities without registration under the Securities Act pursuant to (i) Rules 144, 144A or Regulation S under the Securities Act, as such provisions may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC, including reasonably cooperating with the Shareholders to cause the transfer agent to remove any restrictive legend on certificates evidencing Registrable Securities. Upon the reasonable request of a Shareholder, Invesco will deliver to such Shareholder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Section 2.11. Indemnification; Contribution.  (a)  In connection with any registration of Registrable Securities or Underwritten Offering pursuant to Section 2.01, Section 2.02 or Section 2.03, Invesco will indemnify, defend and hold harmless each Shareholder, its Affiliates, its and their Representatives and each Person who controls such Shareholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) from and against any and all Losses, as incurred, that arise out of or are based upon any untrue statement, or alleged untrue statement, of material fact contained or incorporated by reference in any part of any Registration Statement or any Prospectus, including any amendment or supplement thereto, used in connection with the Registrable Securities, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that Invesco will not be required to indemnify any Indemnified Person for any such Loss arising out of or with respect to sales pursuant to the Registration Statement or Prospectus based upon Shareholder Information (as defined below).

(b) In connection with any Registration Statement or Prospectus, the Shareholders who sell Registrable Securities pursuant to such Registration Statement or Prospectus will severally, but not jointly, indemnify, defend and hold harmless Invesco, its Affiliates and its and their Representatives and each Person, if any, who controls Invesco (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from Invesco to the Shareholders, but only with respect to information furnished in writing by such Shareholder or on such Shareholder’s behalf (in each case, in its capacity as a Shareholder), in either case expressly for use in any Registration Statement or any Prospectus, including any amendment or supplement thereto (“Shareholder Information”); provided that the total obligations of a Shareholder under this Agreement (including arising under Section 2.11(d), herein) will be limited to an amount equal to the net proceeds actually received by such Shareholder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such Registration Statement or Prospectus.

(c) In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought pursuant to Section 2.11 (a) or Section 2.11(b), such Person (the “Indemnified Party”) will promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall be entitled to participate therein and, to the extent it shall wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party and will pay the fees and disbursements of such counsel related to such proceeding; provided, however, that the failure or delay to give such notice shall not relieve the Indemnifying Party of its obligations pursuant to this Agreement except to the extent that it shall be determined by a court of competent jurisdiction that such Indemnifying Party has been prejudiced by such failure or delay.  In any such claim, action or proceeding, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party fails to assume the defense of the claim, action or proceeding within thirty (30) days following receipt of notice from the Indemnified Party or (iii) the Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such action and the Indemnified Party has been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them or that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party.  It is understood that the Indemnifying Party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys (in addition to local counsel) at any time for all such Indemnified Parties and that all such reasonable fees and expenses will be reimbursed as they are incurred.  In the case of the retention of any such separate firm for the Indemnified Parties, such firm will be designated in writing by the Indemnified Parties (provided that in the case of the holders of Registrable Securities, such firm will be designated by holders of a majority of the Registrable Securities sold under the applicable Registration Statement).  The Indemnifying Party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment.  No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder, unless such settlement includes (i) an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (ii) no finding or admission of any violation of Law or any violation of the rights of any Person by the Indemnified Party or any of its Affiliates can be made as the result of such action and (iii) the sole relief (if any) provided is monetary damages that are reimbursed in full by the Indemnifying Party.

(d) If the indemnification provided for in this Section 2.11 from the Indemnifying Party is unavailable to an Indemnified Party hereunder or is insufficient in respect of any Losses referred to in this Section 2.11 that would not have been excluded by Sections 2.11(a) or 2.11(b), then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, will contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of Invesco, on the one hand, and such Shareholder, on the other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of the Losses referred to above will be deemed to include, subject to the limitations set forth in Section 2.11(c), any reasonable legal or other out of pocket fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.  The Shareholders’ obligations to contribute pursuant to this Section 2.11(d), if any, are several in proportion to the net amount that the proceeds of the offering actually received by such Shareholder bears to the total proceeds of the offering received by all holders of Registrable Securities, and not joint.

(e) The parties agree that it would not be just and equitable if contribution pursuant to Section 2.11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 2.11(d).  No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

                             Section 2.12. Termination.  The provisions in this Article II shall terminate with respect to each individual Shareholder on the first date when such Shareholder no longer holds any Registrable Securities, provided that no termination shall affect the rights of the parties pursuant to Section 2.11.

                             Section 2.13. Participating Shareholder.  By written notice delivered to Invesco, any Shareholder (an “Opting-Out Shareholder”) may elect to waive its right to participate in Underwritten Offerings and to be a piggyback Shareholder and participate in a Piggyback Registration (“Section 2.13 Opt-Out”), until such time as the written notice is rescinded in writing.  During such time as a Section 2.13 Opt-Out is in effect: (a) the Opting-Out Shareholder shall not receive notices of any proposed Underwritten Offering or Piggyback Registration, (b) shall not be entitled to participate in any such Underwritten Offering pursuant to Section 2.01(d) or Section 2.02(a), or Piggyback Registration pursuant to Section 2.03, and (c) shall not be subject to Section 2.07(c).

                            Section 2.14. No Waiver.  Notwithstanding anything to the contrary contained herein, nothing in this Annex A shall be deemed a waiver by Invesco of any restrictions on the Transfer of any Registrable Securities.

                            Section 2.15. Depositary Shares.  In connection with the registration of the Series A Preferred Stock, upon request by a majority of the holders of the Series A Preferred Stock, the parties will cooperate to enter into a customary depositary agreement with Invesco’s transfer agent or another comparable company.  Such agreement shall be consistent with depositary agreements used by U.S. public company issuers for purposes of selling depositary shares representing fractional ownership interests in shares of preferred stock (the “Depositary Agreement”).  If the holders elect to utilize the approach set forth in this Section 2.15 or similar provision pursuant to the Employee Registration Rights Agreement, all of the Series A Preferred Stock will be deposited with the depositary under the Depositary Agreement in exchange for units, each representing 1/40th of one share of Series A Preferred Stock (“Depositary Shares”), which Depositary Shares will be registered and sold pursuant the applicable Registration Statement in lieu of shares of Series A Preferred Stock.  If the holders of the Series A Preferred Stock elect registration under this Section 2.15 or similar provision pursuant to the Employee Registration Rights Agreement, thereafter, the Series A Preferred Stock shall cease to be a Registrable Security for all purposes of this Agreement and shall instead be substituted with the Depositary Shares, which shall be a Registrable Security for all purposes of this Agreement.

                            Section 2.16. Limitations on Subsequent Registration Rights.  From and after the date of this Agreement, Invesco shall not, without the prior written consent of holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any Common Stock or Series A Preferred Stock that is inconsistent with the terms of this Agreement, including an agreement that would provide to such holder the right to include Common Stock or Series A Preferred Stock in any registration on other than (a) a pro rata basis with respect to the Registrable Securities or (b) on a subordinate basis after all applicable Shareholders and Employee Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include. Except for the Employee Registration Rights Agreement, Invesco is not a party to any agreement or arrangement providing registration rights to any other Person as of the date hereof.

Section 2.17. Recapitalizations, Exchanges Affecting the Registrable Securities. The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to the Registrable Securities, to any and all shares of Invesco or any successor or assign of Invesco (whether by amalgamation, merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Registrable Securities, by reason of a share bonus issue or dividend, share subdivision or split, share issuance, reverse share split, combination, recapitalization, reclassification, amalgamation, merger, consolidation or otherwise.

                             Section 2.18. Definitive Agreement. Notwithstanding that the Employee Registration Rights Agreement was appended to the Letter of Transmittal, which was executed by MassMutual, the provisions of this Agreement shall govern with respect to the Registrable Securities held by Shareholders and MassMutual shall not be a party to the Employee Registration Rights Agreement.