Digital Media Solutions, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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”).

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Leo Holdings Corp. 20,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT
Underwriting 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 7HF
Leo Holdings Corp. • December 15th, 2017 • 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:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private 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 AGREEMENT
Warrant 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”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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”).

WARRANT AGREEMENT
Warrant 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification 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”).

Jonathan Katz RE: Separation Waiver and Release
Letter Agreement • 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”).

ASSET PURCHASE AGREEMENT
Asset 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”.

Contract
Letter Agreement • July 6th, 2022 • Digital Media Solutions, Inc. • Services-business services, nec • Florida
Leo Holdings Corp. London, SW1X 7HF Citigroup Global Markets Inc. New York, New York 10013
Letter 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.

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration 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 AGREEMENT
Warrant 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”).

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit 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 AGREEMENT
Business 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, 2020
Letter 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 AGREEMENT
Restricted 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”).

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July 8, 2020 Digital Media Solutions, LLC
Letter Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
Contract
1 Registration Rights Agreement • April 5th, 2023 • Digital Media Solutions, Inc. • Services-business services, nec
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC a Delaware limited liability company
Joinder 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”).

SUBSCRIPTION AGREEMENT
Subscription 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”).

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit 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 AGREEMENT
Credit 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 10013
Letter 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 AGREEMENT
Lock-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:
Letter 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.

Contract
2020 Option Agreement • May 31st, 2022 • Digital Media Solutions, Inc. • Services-business services, nec
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