REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of , 2020, is between Warner Music Group Corp., a Delaware corporation (the Company), and Access Industries, LLC, a Delaware limited liability company (Access).
WHEREAS, the Access Affiliated Group intends to sell shares of the Companys Class A common stock, par value $0.001 per share (the Class A Common Stock and, together with the Companys Class B common stock, par value $0.001 per share, the Common Stock), in the IPO (as defined below);
WHEREAS, following the completion of the IPO, the Access Affiliated Group will continue to beneficially own approximately % of the total combined voting power of the outstanding shares of Common Stock; and
WHEREAS, in connection with the IPO, the Company has agreed to provide Access certain rights with respect to the registration and sale of the Common Stock as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
In this Agreement, the following terms shall have the following meanings:
Access Affiliated Group means Access, Len Blavatnik, the Blavatnik Family Foundation LLC, any direct or indirect equityholder of Access, any family member of any direct or indirect equityholder of Access, entities controlled, directly or indirectly, or managed, directly or indirectly, by Access or an Affiliate of Access, and any Affiliate or Permitted Transferee of any of the foregoing, including any Affiliate of any Permitted Transferee.
Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person directly or indirectly owning or controlling 10% or more of any class of outstanding voting securities of such Person or (iii) any officer, director, general partner or trustee of any such Person described in clause (i) or (ii).