ContractRegistration Rights Agreement • April 5th, 2023 • Digital Media Solutions, Inc. • Services-business services, nec
Leo Holdings Corp. 20,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2018 • Leo Holdings Corp. • Blank checks • New York
Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 Units (as defined below) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Sect
Leo Holdings Corp. c/o Lion Capital LLP London, SW1X 7HFSecurities Subscription Agreement • December 15th, 2017 • Leo Holdings Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 8, 2017 by and between Leo Investors Limited Partnership, a Cayman Island exempted limited partnership (the “Subscriber” or “you”), and Leo Holdings Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2018, by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 16th, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 12, 2018, is entered into by and among Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), and Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership (the “Purchaser”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • June 14th, 2019 • Leo Holdings Corp. • Services-allied to motion picture production • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (the “Agreement”) dated as of June [●], 2019 is between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Warrant Agreement • April 5th, 2023 • Digital Media Solutions, Inc. • Services-business services, nec
EXECUTION VERSION Deal CUSIP: 25401HAA2 Revolver Facility CUSIP: 25401HAB0 Term Loan Facility CUSIP: 25401HAC8 CREDIT AGREEMENT dated as of May 25, 2021 among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, as Holdings, DIGITAL MEDIA SOLUTIONS, LLC, as...Credit Agreement • November 9th, 2021 • Digital Media Solutions, Inc. • Services-business services, nec • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of July [•], 2020, by and between Digital Media Solutions, Inc. (f/k/a Leo Holdings Corp., a Cayman Islands exempted company (the “Predecessor”)), a Delaware corporation (the “Company”), and [•], an individual (“Indemnitee” and, together with the Company, the “Parties”).
WARRANT AGREEMENTWarrant Agreement • February 22nd, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of February 15, 2018 is between Leo Holdings Corp., a Cayman Islands exempted company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2020, is made and entered into by and among Digital Media Solutions, Inc., a Delaware corporation and successor to Leo Holdings Corp., a Cayman Islands exempted company (including any of its successors or assigns, the “Company”), certain parties identified as “Holders” on the signature pages of this Agreement (each a “Holder” and, collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2018 • Leo Holdings Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Leo Holdings Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of February 15, 2018 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Leo Holdings Corp. London, SW1X 7HF Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • February 22nd, 2018 • Leo Holdings Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Jonathan Katz RE: Separation Waiver and ReleaseSeparation Waiver and Release • November 9th, 2021 • Digital Media Solutions, Inc. • Services-business services, nec • Florida
This letter agreement (“Agreement”) formalizes our understanding with you (“Employee”) regarding the separation of your employment with Digital Media Solutions, Inc., its parents, subsidiaries, affiliates, benefit plans, officers, stockholders, agents, employees and assigns (collectively, the “Company”).
July 8, 2020 Digital Media Solutions, LLCEmployee Incentive Plan • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2021 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This ASSET PURCHASE AGREEMENT (as may be amended from time to time, the “Agreement”) is made and entered into as of April 1, 2021, by and among Digital Media Solutions, Inc., a Delaware corporation (“Parent” or “DMS”), Edge Marketing, LLC, a Delaware limited liability company (“Buyer”) and wholly owned subsidiary of Digital Media Solutions, LLC (“DMS LLC”), Crisp Marketing, LLC, a Florida limited liability company, d/b/a Crisp Results (“Crisp Results”), and Union Health, LLC, a Florida limited liability company, d/b/a Crisp Connections (“Crisp Connections” and, together with Crisp Results, “Sellers”), and Justin Ferreira, a natural person, in his capacity as Sellers’ representative (“Seller Representative”). Parent, Buyer, Sellers and Seller Representative are sometimes referred to herein collectively as the “Parties” and each individually as a “Party”.
ContractSeparation Waiver and Release • July 6th, 2022 • Digital Media Solutions, Inc. • Services-business services, nec • Florida
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 22nd, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 15, 2018, by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”) and Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) dated as of July 15, 2020 is between Leo Holdings Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
EXECUTION VERSION ASSET PURCHASE AGREEMENT dated March 6, 2023 by and among DIGITAL MEDIA SOLUTIONS, LLC as PURCHASER, G.D.M. GROUP HOLDING LIMITED, CLICKDEALER ASIA PTE. LTD., GDMGROUP ASIA LIMITED AND CLICKDEALER EUROPE BV as SELLERS, SOLELY WITH...Asset Purchase Agreement • April 5th, 2023 • Digital Media Solutions, Inc. • Services-business services, nec
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • February 4th, 2021 • Digital Media Solutions, Inc. • Services-business services, nec
This Amendment NO. 5 to Credit Agreement (this “Amendment”), dated as of February 1, 2021, is entered into among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company party hereto as borrowers (together with the Company, the “Borrowers”); each of the Guarantors party hereto; each of the Lenders under the Credit Agreement (as hereinafter defined), the other financial institutions party hereto; and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement.
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 3rd, 2019 • Leo Holdings Corp. • Services-allied to motion picture production
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated as of June 27, 2019 (this “Amendment”), is entered into among Leo Holdings Corp., a Cayman Islands exempted company (“Leo”), Queso Holdings Inc., a Delaware corporation (the “Company”), AP VIII CEC Holdings, L.P., a Delaware limited partnership (the “Seller”), and Leo Investors Limited Partnership, a Cayman Islands limited partnership (“Sponsor” and together with Leo, the Company and the Seller, the “Parties”).
SPONSOR SHARES AND WARRANT SURRENDER AGREEMENT April 23, 2020Sponsor Shares and Warrant Surrender Agreement • April 24th, 2020 • Leo Holdings Corp. • Services-allied to motion picture production
Reference is made to that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) among Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), Digital Media Solutions Holdings, LLC, a Delaware limited liability company (“DMS”), CEP V DMS US Blocker Company, a Delaware corporation, Prism Data, LLC, a Delaware limited liability company, CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership, Clairvest Equity Partners V Limited Partnership, an Ontario, Canada limited partnership, CEP V Co-Investment Limited Partnership, a Manitoba, Canada limited partnership, Clairvest GP Manageco Inc., an Ontario corporation as a Seller Representative, and, solely for purposes of Section 1.1, Article VIII, Section 9.5(a)Section 9.14(f), Section 9.14(i), Section 9.24, Article X and Article XI (and any corresponding definitions set forth in Annex I) of the
DIGITAL MEDIA SOLUTIONS, INC. RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • November 3rd, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This Restricted Share Unit Award Agreement (this “RSU Award Agreement”), dated as of October 28, 2020 (the “Date of Grant”), is made by and between Digital Media Solutions, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Digital Media Solutions, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC a Delaware limited liability companyLimited Liability Company Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, dated as of July 15, 2020 (this “Agreement”), is entered into by and among Digital Media Solutions Holdings, LLC, a Delaware limited liability company (the “Company”), each of the Members (as defined herein), and, solely with respect to Section 7.2(b) and Section 7.3(d), each of the Prism Members (as defined herein) and, solely with respect to Section 4.4, Section 4.5, Section 4.6, Section 7.2, Section 7.3, Section 11.7 and Section 14.1(b), Digital Media Solutions, Inc., a Delaware corporation (the “Corporation”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC a Delaware limited liability company This Amendment No. 2 to Amended and Restated Limited Liability Company Agreement (this...Limited Liability Company Agreement • April 5th, 2023 • Digital Media Solutions, Inc. • Services-business services, nec
SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2020 • Leo Holdings Corp. • Services-allied to motion picture production • New York
In connection with the proposed business combination (the “Transaction”) between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), and Digital Media Solutions, LLC, a Delaware limited liability company (“DMS”), pursuant to a business combination agreement to be entered into among the Company, DMS and the other parties thereto (the “Transaction Agreement”), the Company is seeking commitments from interested investors to purchase Class A ordinary shares, par value $0.0001 per share (the “Shares”), for a purchase price of $10.00 per share. The aggregate purchase price to be paid by the undersigned for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” Immediately prior to the closing of the Transaction, the Company will domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “Domestication”).
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2023, between Digital Media Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page...Securities Purchase Agreement • April 5th, 2023 • Digital Media Solutions, Inc. • Services-business services, nec • New York
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • August 28th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 26, 2020, is entered into among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company party hereto as borrowers (together with the Company, the “Borrowers”); each of the Guarantors party hereto; each of the Lenders under the Credit Agreement (as hereinafter defined), the other financial institutions party hereto; and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement.
CREDIT AGREEMENT dated as of July 3, 2018 among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC as Holdings DIGITAL MEDIA SOLUTIONS, LLC, as a Borrower, EACH OF ITS AFFILIATES PARTY HERETO, as Borrowers, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as...Credit Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec
THIS CREDIT AGREEMENT dated as of July 3, 2018 (this “Agreement”) is entered into among Digital Media Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company that are or may from time to time become parties hereto (together with the Company, the “Borrowers”); the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”); and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders.
INCREMENTAL AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec
This INCREMENTAL AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 1, 2019, is entered into among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company party hereto as borrowers (together with the Company, the “Borrowers”); each of the Guarantors party hereto; the financial institutions party hereto (together with their respective successors and assigns, the “Incremental Lenders”); and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
Leo Holdings Corp. London, SW1X 7HF Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
LOCK-UP AGREEMENTLock-Up Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2020 by and among (a) Digital Media Solutions, Inc., a Delaware corporation (including any predecessor or successor entity thereto, the “Company”) and (b) CEP V DMS US Blocker Company, a Delaware corporation (“Blocker Corp”), Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”), Clairvest Equity Partners V Limited Partnership, an Ontario, Canada limited partnership (“Blocker Seller 1”), CEP V Co-Investment Limited Partnership, a Manitoba, Canada limited partnership (“Blocker Seller 2”, and together with Blocker Corp, Prism, Clairvest Direct Seller and Blocker Seller 1, the “Sellers”). Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of April 23, 2020, by and among the Company, Digital Media
Leo Holdings Corp. London, SW1X 7HF Citigroup Global Markets Inc. New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 22nd, 2018 • Leo Holdings Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
ContractSeparation Waiver and Release • May 31st, 2022 • Digital Media Solutions, Inc. • Services-business services, nec
