Inovalon Holdings, Inc. Sample Contracts
CREDIT AGREEMENTCredit Agreement • April 2nd, 2018 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Credit Agreement dated as of April 2, 2018 is entered into among INOVALON HOLDINGS, INC., a Delaware corporation, the institutions from time to time parties hereto as LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., in its capacity as Administrative Agent.
Standard Contracts
Underwriting AgreementUnderwriting Agreement • February 6th, 2015 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • New York
Inovalon Holdings, 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 (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional shares (the “Optional Shares”), of Class A Common Stock, par value $[ · ] per share of the Company (“Class A Common Stock” and, together with Class B Common Stock, par value $[ · ] per share, of the Company (“Class B Common Stock”), “Stock”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). Goldman, Sachs & Co. (“Goldman”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc. (“Citi”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shar
AGREEMENT AND PLAN OF MERGER BY AND AMONG OCALA BIDCO, INC., OCALA MERGER SUB, INC. AND INOVALON HOLDINGS, INC. August 19, 2021Merger Agreement • August 19th, 2021 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 19, 2021, is entered into by and among Inovalon Holdings, Inc., a Delaware corporation (the “Company”), Ocala Bidco, Inc., a Delaware corporation (“Parent”), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2018 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Maryland
This Agreement (“Agreement”) is made and entered into as of November 14, 2017 by and between Inovalon Holdings, Inc., a Delaware corporation, with its principal office at 4321 Collington Road, Bowie, Maryland 20716 (including its affiliates and subsidiaries, “Employer” or “Inovalon”), and June D. Duchesne (“Employee” or “you”), whose home address is 15 Auburn Place, Brookline, Massachusetts 02446. Employee enters into this Agreement in connection with Employee’s current acceptance of employment with Inovalon Holdings, Inc. or its subsidiary or affiliate, and any future transfer to or employment with Inovalon, Inc. or another of its subsidiaries or affiliates (depending on the circumstances, each an “Employer”).” Each of Employer and Employee may also be referred to in this Agreement as a “party” or collectively as the “parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2018 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) by and between Inovalon Holdings, Inc. (“Inovalon”) and June D. Duchesne (“Indemnitee”) is entered into as of January 1, 2018 (the “Effective Date”).
LIMITED GUARANTEELimited Guarantee • October 15th, 2021 • Inovalon Holdings, Inc. • Services-computer processing & data preparation
LIMITED GUARANTEE, dated as of August 19, 2021 (this “Limited Guarantee”), by Nordic Capital Epsilon SCA, SICAV-RAIF (“Nordic Capital X”), société d’investissement à capital variable in the form of a société en commandite par actions organized and qualifying as reserved alternative investment fund, fonds d’investissement alternatif réservé incorporated and existing under the law of Grand Duchy of Luxembourg, having its registered office at 8, rue Lou Hemmer, L-1748 Senningerberg, Grand-Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce des Sociétés, Luxembourg) under number B 245.768, acting in respect and on behalf of its compartment “Nordic Capital Epsilon SCA, SICAV-RAIF—Compartment 1” (acting through and represented by its managing general partner Nordic Capital Epsilon GP SARL, a private limited liability company, société à responsabilité limitée, incorporated under the law of the Grand Duchy of Luxembourg, having its registe
INOVALON, INC. (A Delaware Corporation) SECOND AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT Dated as of September 15, 2014Stockholders Rights Agreement • January 29th, 2015 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Maryland
THIS SECOND AMENDED AND RESTATED AGREEMENT OF THE STOCKHOLDERS (the “Agreement”) is made as of September 15, 2014, by and among Inovalon, Inc., a Delaware corporation, f/k/a MedAssurant, Inc. (the “Company”), and the holders of Registrable Securities (as defined in this Agreement) (each, a “Stockholder” and collectively, the “Stockholders”).
CREDIT AND GUARANTY AGREEMENT dated as of September 19, 2014 among INOVALON HOLDINGS, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., CITIGROUP GLOBAL...Credit and Guaranty Agreement • December 30th, 2014 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of September 19, 2014, is entered into by and among INOVALON HOLDINGS, INC. (the “Borrower”), a Delaware corporation, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party to this Agreement from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and Goldman Sachs, MORGAN STANLEY SENIOR FUNDING, INC., CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners (collectively, in such capacities, the “Arrangers”).
SHAREHOLDERS VOTING AGREEMENTShareholders Voting Agreement • December 30th, 2014 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Maryland
THIS SHAREHOLDERS VOTING AGREEMENT (this “Agreement”) is made effective as of September 15, 2008 by and among MedAssurant, Inc., a Delaware corporation (the “Company”), those persons identified on Exhibit A hereto (collectively, the “Majority Stockholders”), and the undersigned investor (the “Investor”) executing a counterpart signature page to this Agreement.
Re: Executive Separation Agreement and Release (the “Agreement”)Executive Separation Agreement and Release • August 3rd, 2017 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Maryland
This confirms that your Chief Technology Officer Position (“CTO”) with Inovalon, Inc. and Inovalon Holdings, Inc. (collectively, the “Company”) will terminate effective March 28, 2017. If you agree to the terms and conditions in this Agreement, you will remain an employee of the Company through May 12, 2017 (the “Termination Date”). You will receive regular pay through that date.
Confidential October 27, 2016 Via Hand Delivery Thomas Kloster [ADDRESS] [ADDRESS]Executive Separation Agreement and Release • February 23rd, 2017 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Maryland
This confirms that your Chief Financial Officer Position (“CFO”) with Inovalon, Inc. and Inovalon Holdings, Inc. (collectively, the “Company”) will terminate effective October 31, 2016. If you agree to the terms and conditions in this Agreement, you will remain an employee of the Company through December 2, 2016 (the “Termination Date”). You will receive regular pay through that date.
AGREEMENT AND PLAN OF MERGER BY AND AMONG INOVALON HOLDINGS, INC., NEW HEIGHTS MERGER CORPORATION, BUTLER GROUP HOLDINGS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE Dated as of March 6, 2018Agreement and Plan of Merger • March 7th, 2018 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • New York
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 30th, 2014 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Delaware
Inovalon, Inc., a Delaware corporation (the “Company”), hereby grants to the Optionee named below an ISO to purchase shares of its Common Stock, par value $0.000025 per share (the “Common Stock”), subject to the following:
Re: Executive Separation Agreement (the “Agreement”)Executive Separation Agreement • February 21st, 2018 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Maryland
This confirms that your position as Chief Legal Officer (“CLO”) and Corporate Secretary with Inovalon, Inc. and Inovalon Holdings, Inc. (collectively, the “Company”) will terminate effective November 30, 2017. If you agree to the terms and conditions in this Agreement, you will remain an employee of the Company through December 31, 2017 (the “Termination Date”). You will receive regular base pay through that date.
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 2, 2018 among INOVALON HOLDINGS, INC., THE GUARANTORS PARTY HERETO and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentGuarantee and Collateral Agreement • April 2nd, 2018 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • New York
This GUARANTEE AND COLLATERAL AGREEMENT dated as of April 2, 2018 is entered into among INOVALON HOLDINGS, INC., as Borrower, the GUARANTORS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
AGREEMENT FOR CONSULTING SERVICESConsulting Agreement • May 8th, 2018 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • Maryland
This Agreement for Consulting Services (this “Agreement”) is effective as of the closing of the transactions contemplated by the Agreement and Plan of Merger, dated on or about March 5, 2018, by and among the Company, its wholly owned subsidiary New Heights Merger Corporation, and Butler Group Holdings, Inc. (the “Effective Date”) between Inovalon Holdings, Inc. (“Company”) and Mark A. Pulido (“Consultant”).
REFINANCING AMENDMENT NO. 1Refinancing Amendment • February 12th, 2020 • Inovalon Holdings, Inc. • Services-computer processing & data preparation • New York
This Credit Agreement originally dated as of April 2, 2018 and amended as of the Refinancing Amendment No. 1 Effective Date (defined below), is entered into among INOVALON HOLDINGS, INC., a Delaware corporation, the institutions from time to time parties hereto as LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., in its capacity as Administrative Agent.
