Common use of Acquisition Matters Clause in Contracts

Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 221 Section 11.02 Reference to Closing Date 221 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H Form of Non-Bank Certificate Exhibit I Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12, 2018, is made among Cersei Merger Sub, Inc., a New Jersey corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Xxxxxxx Xxxxx Middle Market Lending Corp. (“Goldman”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).

Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 221 215 Section 11.02 Reference to Closing Date 221 215 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H Form of Non-Bank Certificate Exhibit I Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12November 13, 20182017, is made among Cersei Juno Merger Sub, Inc., a New Jersey Minnesota corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMSJAMF Holdings, Inc., a New Jersey Minnesota corporation (“iCIMSJAMF” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Juno Intermediate, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, Juno Parent, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Xxxxxxx hereto Xxxxx Middle Market Lending Corp. Capital Markets LLC (“GoldmanXxxxx”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).

Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 221 215212 Section 11.02 Reference to Closing Date 221 215212 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H Form of Non-Bank Certificate Exhibit I Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12November 13, 20182017, is made among Cersei Juno Merger Sub, Inc., a New Jersey Minnesota corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMSJAMF Holdings, Inc., a New Jersey Minnesota corporation (“iCIMSJAMF” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Juno Intermediate, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, Juno Parent, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Xxxxxxx hereto Xxxxx Middle Market Lending Corp. Capital Markets LLC (“GoldmanXxxxx”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).

Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 221 199 Section 11.02 Reference to Closing Date 221 199 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H G-3 Form of Non-Bank Swingline Note Exhibit H-1 Form of U.S. Tax Compliance Certificate Exhibit H-2 Form of U.S. Tax Compliance Certificate Exhibit H-3 Form of U.S. Tax Compliance Certificate Exhibit H-4 Form of U.S. Tax Compliance Certificate Exhibit I Form of Solvency Certificate Exhibit J Form of Board Observer Letter Exhibit K Form of Warrant CREDIT AGREEMENT This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12June 30, 20182021, is made among Cersei Merger Sub, Inc., a New Jersey corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate HoldingsBlend Labs, Inc., a Delaware corporation (the “Intermediate HoldingsBorrower”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Xxxxxxx Xxxxx Middle Market Lending hereto and Owl Rock Technology Finance Corp. (“GoldmanOwl Rock”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), OR Tech Lending LLC, OR Lending LLC and ORO BL LLC, as Co-Syndication Agents (together with each other Lender that is an Affiliate of Owl Rock that signs this Agreement, each a “Co-Syndication Agent”, and collectively, the “Co-Syndication Agents”) and Owl Rock Technology Advisors LLC, as Lead Arranger (“Lead Arranger”) and Bookrunner (“Bookrunner”).

Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 221 23852 Section 11.02 Reference to Closing Date 221 23852 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Governmental Approvals; Compliance with Laws Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 3.18(b) Material Real Property Schedule 5.15 Post-Closing Deliveries Schedule 5.17 Transactions with Affiliates Schedule 6.01(b) Permitted Surviving Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted 6.05(r) Existing Dispositions Schedule 6.07 6.05(t) Excluded Sale Leaseback Transactions with Affiliates Schedule 6.11 Burdensome Agreements Schedule 10.02 Auto-Loosening Amendments EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit B C-1 Form of Borrowing Request Exhibit C C-2 Form of Prepayment Notice Exhibit D Form of Compliance Certificate Exhibit D E Form of Interest Election Request Exhibit E F Form of Joinder Agreement Exhibit F Form of LC Request G [Reserved] Exhibit G-1 H Form of Term Loan Note Exhibit G-2 I Form of Revolving Note Intercreditor Agreement Exhibit H Form J [Reserved] Exhibit K Forms of Non-Bank Certificate Certificates Exhibit I L Form of Solvency Certificate Exhibit M Form of Intercompany Note Exhibit N Form of Second Lien Pari Intercreditor Agreement SECOND LIEN CREDIT AGREEMENT This SECOND LIEN CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12June 4, 20182021, is made among Cersei Merger SubPolaris Newco, Inc.LLC, a New Jersey corporation Delaware limited liability company (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Initial Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent HoldingsSolera, LLC, a Delaware limited liability company (“Solera”), Omnitracs, LLC, a Delaware limited liability company (“Omnitracs”), and DealerSocket, LLC, a Delaware limited liability company (“DealerSocket” and, together with Solera, Omnitracs, the Initial Borrower and any Additional Borrowers joined as a Borrower after the Closing Date, “Borrowers”), Polaris Parent, LLC, Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Borrowers and Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto upon becoming a party hereto, the Lenders from time to time party hereto, Xxxxxxx Xxxxx Middle Market Lending Corp. and ALTER DOMUS (“Goldman”)US) LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assignsassigns in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assignsassigns in such capacity, the “Collateral Agent”).

Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 221 21922 Section 11.02 Reference to Closing Date 221 21922 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H Form of Non-Bank Certificate Exhibit I Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Firstand as further amended by that certain Assumption Agreement and Amendment No. 2, dated as of November 16, 2020 (the “Second Amendment”), this “Agreement”), dated as of September 12, 2018, is made among Cersei Merger Sub, Inc., a New Jersey corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Xxxxxxx Xxxxx Middle Market Lending Corp. (“Goldman”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).