Bright Horizons Family Solutions Inc. 7,500,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • November 8th, 2013 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
Certain shareholders named in Schedule II hereto (the “Selling Stockholders”) of Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,500,000 shares of common stock, par value $0.001 per share (“Stock”), of the Company (the “Firm Shares”) and, at the option of the Underwriters and subject to the terms and conditions stated herein, to sell to the Underwriters up to an aggregate of 1,125,000 shares of Stock of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
CREDIT AGREEMENT Dated as of January 30, 2013 among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, as Borrower, BRIGHT HORIZONS CAPITAL CORP., as Holdings, GOLDMAN SACHS BANK USA, as Administrative Agent, Swing Line Lender, L/C Issuer, Joint Lead Arranger and...Credit Agreement • February 4th, 2013 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 30, 2013, among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation, GOLDMAN SACHS BANK USA, as Administrative Agent, Swing Line Lender, L/C Issuer, Joint Lead Arranger and Joint Bookrunner, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), J.P. MORGAN SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and BARCLAYS BANK PLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Bookrunners and Co-Documentation Agents.
Bright Horizons Family Solutions Inc. Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock, par value $0.001 per share, (“Stock”) of the Company (the “Firm Shares”) and, at the option of the Underwriters and subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Bright Horizons Family Solutions Inc. 4,000,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • November 13th, 2017 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
Certain shareholders named in Schedule I hereto (the “Selling Stockholders”) of Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), propose to sell to Goldman Sachs & Co. LLC and Barclays Capital Inc. (the “Underwriters”) an aggregate of 4,000,000 shares of common stock, par value $0.001 per share (“Stock”), of the Company (the “Shares”).
CREDIT AND GUARANTY AGREEMENT dated as of May 28, 2008 among BRIGHT HORIZONS ACQUISITION CORP., to be merged with and into BRIGHT HORIZONS FAMILY SOLUTIONS, INC., as Borrower, BRIGHT HORIZONS CAPITAL CORP., as Holdings, CERTAIN SUBSIDIARIES OF BRIGHT...Credit and Guaranty Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 28, 2008, is entered into by and among BRIGHT HORIZONS ACQUISITION CORP. (formerly known as Swingset Acquisition Corp.), a Delaware corporation (“Merger Sub”), BRIGHT HORIZONS FAMILY SOLUTIONS, INC., a Delaware corporation (as survivor of the merger with Merger Sub, “Borrower”), BRIGHT HORIZONS CAPITAL CORP. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
CREDIT AGREEMENTCredit Agreement • March 1st, 2017 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
BRIGHT HORIZONS FAMILY SOLUTIONS LLC SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2023 • Bright Horizons Family Solutions Inc. • Services-child day care services
WHEREAS, the Board of Managers (the “Board”) of Bright Horizons Family Solutions LLC (the “Company”) has determined that it is in the best interests of the Company and its sole member Bright Horizons Capital Corp., and Bright Horizons Family Solutions Inc. (“Parent”) and its stockholders, for the Company to agree to provide benefits to those members of management, including yourself, who are responsible for the policy-making functions of the Company and the overall viability of the Company’s business, in the event that you should leave the employ of the Company under the circumstances described below;
Bright Horizons Family Solutions Inc. 4,606,062 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • March 28th, 2018 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
Certain shareholders named in Schedule I hereto (the “Selling Stockholders”) of Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), propose to sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 4,606,062 shares of common stock, par value $0.001 per share (“Stock”), of the Company (the “Shares”).
BRIGHT HORIZONS FAMILY SOLUTIONS, INC. DEFERRED GRANT AGREEMENTDeferred Grant Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
THIS DEFERRED GRANT AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of May, 2008 (the “Grant Date”), by and between Bright Horizons Family Solutions, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and David Lissy (the “Grantee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2015 • Bright Horizons Family Solutions Inc. • Services-child day care services
This Indemnification Agreement (“Agreement”) is made and entered into as of this 20 day of January, 2014, by and between Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
JOINDER AGREEMENTJoinder Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
THIS JOINDER AGREEMENT, dated as of May 23, 2012 (this “Agreement”), by and among GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) (as a “Lender”), BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company, as successor in interest to Bright Horizons Family Solutions, Inc. (“Borrower”), BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (“Guarantors”), GSCP, as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral Agent.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among Bright Horizons Family Solutions Inc., and Certain Stockholders of Bright Horizons Family Solutions Inc. Dated as of , 2012Registration Rights Agreement • November 9th, 2012 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
Private & Confidential Execution copyShare Sale and Purchase Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc.
DATE: 8 NOVEMBER 2016 AGREEMENTFOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OFCONCHORD LIMITED BetweenKAUPTHING ehf. and THE PERSONS LISTED IN SCHEDULE 1 andBHFS TWO LIMITED and BRIGHT HORIZONS FAMILY SOLUTIONS LLC CMS Cameron McKenna...Agreement for the Sale and Purchase of Shares • March 1st, 2017 • Bright Horizons Family Solutions Inc. • Services-child day care services
AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT, dated as of May 23, 2012 (this “Amendment”) is entered into among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company, as successor in interest to Bright Horizons Family Solutions, Inc. (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdings”), and the Lenders party hereto (the “Lenders”), and amends the Credit and Guaranty Agreement, dated as of May 28, 2008, as amended by Amendment No. 1 to Credit and Guaranty Agreement, dated as of July 14, 2011 (as amended hereby and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings and certain Subsidiaries of the Borrower, as Guarantors, the Lenders, Goldman Sachs Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Administrative Agent and Coll
INCREMENTAL AND AMENDMENT AND RESTATEMENT AGREEMENTIncremental and Amendment and Restatement Agreement • March 1st, 2017 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
This INCREMENTAL AND AMENDMENT AND RESTATEMENT AGREEMENT, dated as of November 7, 2016 (this “Agreement”), is entered into by and among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation (“Holdings”), GOLDMAN SACHS BANK USA (“GS Bank”), as administrative agent (in such capacity, the “Existing Administrative Agent”), Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as successor administrative agent (in such capacity, the “Successor Administrative Agent” and, together with the Existing Administrative Agent, the “Administrative Agents”) and L/C Issuer, and each Incremental Term Lender (as defined below) party hereto and amends and restates the Credit Agreement, dated as of January 30, 2013, by and among the Borrower, Holdings, GS Bank, as Administrative Agent, Swing Line Lender and L/C Issuer, the Lenders and the other parties party thereto from time to time (as amended by
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 7th, 2017 • Bright Horizons Family Solutions Inc. • Services-child day care services
This agreement (this “Agreement”) evidences the grant of restricted shares of Stock by Bright Horizons Family Solutions Inc. (the “Company”) to the undersigned (the “Grantee”), pursuant to and subject to the terms of the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of June 1, 2017 (as amended from time to time, the “Plan”), which is incorporated herein by reference.
DATE: 8 NOVEMBER 2016 MANAGEMENT WARRANTY DEED BetweenTHE PERSONS LISTED IN SCHEDULE 1 andBHFS TWO LIMITED CMS Cameron McKenna LLPCannon Place78 Cannon StreetLondon EC4N 6AFT +44 20 7367 3000F +44 20 7367 2000cms.lawManagement Warranty Deed • March 1st, 2017 • Bright Horizons Family Solutions Inc. • Services-child day care services
BRIGHT HORIZONS FAMILY SOLUTIONS INC. RESTATED AS OF MAY 29, 2019 NON-STATUTORY STOCK OPTION AGREEMENT (EMPLOYEES)Non-Statutory Stock Option Agreement • May 30th, 2019 • Bright Horizons Family Solutions Inc. • Services-child day care services
This agreement (this “Agreement”) evidences a stock option granted by Bright Horizons Family Solutions Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (as amended from time to time, the “Plan”), which is incorporated herein by reference.
Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 Restricted Stock Unit Agreement (Employees)Restricted Stock Unit Agreement • May 8th, 2023 • Bright Horizons Family Solutions Inc. • Services-child day care services
BRIGHT HORIZONS FAMILY SOLUTIONS INC. MAY 29, 2019 RESTRICTED STOCK UNIT AGREEMENT (DIRECTORS)Restricted Stock Unit Agreement • May 30th, 2019 • Bright Horizons Family Solutions Inc. • Services-child day care services
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Bright Horizons Family Solutions Inc. (the “Company”) to the undersigned (the “Grantee”) pursuant to the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (as amended from time to time, the “Plan”), which is incorporated herein by reference.
Harvard Real Estate Services, Holyoke Center, Suite 800 Cambridge, Massachusetts 02138-3826 AMENDED AND RESTATED LEASE Between PRESIDENT AND FELLOWS OF HARVARD COLLEGE as Landlord and BRIGHT HORIZONS CHILDREN’S CENTERS, LLC as Tenant Dated as of...Lease • October 24th, 2012 • Bright Horizons Family Solutions Inc. • Massachusetts
THIS INSTRUMENT IS A LEASE, dated as of December 1, 2009 in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the Building described below, being located in the multiple building business park in Watertown, Massachusetts known as The Arsenal on the Charles.
SECOND AMENDMENT TO AMENDED AND RESTATED LEASE Definitions:Lease • October 24th, 2012 • Bright Horizons Family Solutions Inc.
Tenant desires to expand the Premises, and Landlord has agreed to such expansion upon the terms and conditions set forth below, and provided certain other revisions are made to the Lease, all as set forth more particularly below.
STOCK PURCHASE AGREEMENT By and Between BRIGHT HORIZONS FAMILY SOLUTIONS INC. and DURABLE CAPITAL MASTER FUND LP Dated as of April 19, 2020Stock Purchase Agreement • May 11th, 2020 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of April 19, 2020, between Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), and Durable Capital Master Fund LP (including its successors and assigns, the “Purchaser”).
INITIAL SUPPLEMENTAL INDENTUREInitial Supplemental Indenture • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
THIS INITIAL SUPPLEMENTAL INDENTURE (the “Initial Supplemental Indenture”), entered into as of as of May 28, 2008, among Bright Horizons Acquisition Corp. (formerly known as Swingset Acquisition Corp.), a Delaware corporation (the “Company”), Bright Horizons Family Solutions, Inc., a Delaware corporation (the “Successor Issuer”), Bright Horizons Capital Corp. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdco”), each of the Guarantors listed on the signature pages hereto, (each a “Supplemental Guarantor” and, collectively, the “Supplemental Guarantors”), and Wilmington Trust Company, as trustee (the “Trustee”).
MANAGEMENT AGREEMENTManagement Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of May 28, 2008, by and among (i) Bright Horizons Solutions Corp., a Delaware corporation (the “Company”), (ii) Bright Horizons Capital Corp. (f/k/a Swingset Holdings Corp), a Delaware corporation, (“Parent”) (iii) Bright Horizons Family Solutions LLC, a Delaware limited liability company (f/k/a Bright Horizons Family Solutions, Inc., a Delaware corporation) (“BHFS”), and (iv) Bain Capital Partners, LLC (“Bain” or the “Manager”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 11th, 2020 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 7, 2020 (this “Amendment”), is entered into by and among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation (“Holdings”), the Loan Parties who have delivered signature pages hereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) and L/C Issuer, and the Fifth Amendment Incremental Revolving Credit Lender referred to below, amends the Credit Agreement, dated as of January 30, 2013, by and among the Borrower, Holdings, JPMCB, as Administrative Agent and L/C Issuer, the lenders party thereto (the “Existing Lenders”) and the other parties party thereto from time to time (as amended and restated as of November 7, 2016, as amended by the Amendment Agreement dated as of May 8, 2017, the Amendment to Credit Agreement dated as of November 30, 2017, the Third Amendment to Credit Agreem
ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENTAssignment and Assumption of Lease and Novation Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • Massachusetts
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENT (this “Agreement”) is made and entered into this 15th day of June, 2011 by and among Enterprise Mobile, Inc. (“Assignor”), a Delaware corporation, Bright Horizons Children’s Centers LLC (“Assignee”), a Delaware limited liability company, and the President and Fellows of Harvard College (“Landlord”), a Massachusetts educational and charitable corporation.
Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 Performance Stock Unit AgreementPerformance Stock Unit Agreement • May 8th, 2023 • Bright Horizons Family Solutions Inc. • Services-child day care services
This agreement (this “Agreement”) evidences the award (the “Award”) by Bright Horizons Family Solutions Inc. (the “Company”) to the undersigned (the “Grantee”) of Stock Units that vest in accordance with certain specified performance criteria, pursuant to and subject to the terms of the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (as amended from time to time, the “Plan”), which is incorporated herein by reference.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 20th, 2014 • Bright Horizons Family Solutions Inc. • Services-child day care services • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 19, 2014 (this “Amendment”), is entered into by and among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company (the “Borrower”), and the undersigned Lenders constituting the Required Lenders in respect of the Credit Agreement (as defined below) and amends the Credit Agreement, dated as of January 30, 2013 (as amended hereby and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation (“Holdings”), GOLDMAN SACHS BANK USA (“GS Bank”), as Administrative Agent, Swing Line Lender and L/C Issuer, the Lenders and the other parties party thereto from time to time. Capitalized terms not otherwise defined in this Amendment have the meanings ascribed to such terms in the Credit Agreement.
RESTRICTED STOCK UNIT AGREEMENT (DIRECTORS)Restricted Stock Unit Agreement • March 2nd, 2015 • Bright Horizons Family Solutions Inc. • Services-child day care services • Delaware
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Bright Horizons Family Solutions Inc. (the “Company”) to the undersigned (the “Grantee”) pursuant to the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
CONSULTING AGREEMENTConsulting Agreement • February 27th, 2019 • Bright Horizons Family Solutions Inc. • Services-child day care services • Massachusetts
This CONSULTING AGREEMENT (“Agreement”) is entered into as of December 21, 2018, by and between Bright Horizons Family Solutions LLC (the “Company” or “Bright Horizons”), and Mandy Berman (“Consultant”) with an effective date as of February 28, 2019 (the “Effective Date”). The Company and Consultant are each referred to herein individually as a “Party” and together as the “Parties.”
BRIGHT HORIZONS FAMILY SOLUTIONS INC. AS OF MAY 29, 2019 RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 30th, 2019 • Bright Horizons Family Solutions Inc. • Services-child day care services
This agreement (this “Agreement”) evidences the grant of restricted shares of Stock by Bright Horizons Family Solutions Inc. (the “Company”) to the undersigned (the “Grantee”), pursuant to and subject to the terms of the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (as amended from time to time, the “Plan”), which is incorporated herein by reference.
BRIGHT HORIZONS FAMILY SOLUTIONS INC. NON-STATUTORY STOCK OPTION AGREEMENT (EMPLOYEES)Non-Statutory Stock Option Agreement • November 9th, 2012 • Bright Horizons Family Solutions Inc. • Services-child day care services • Delaware
This agreement (the “Agreement”) evidences a stock option granted by Bright Horizons Family Solutions Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 Performance Stock Unit AgreementPerformance Stock Unit Agreement • May 8th, 2023 • Bright Horizons Family Solutions Inc. • Services-child day care services
