UNDERWRITING AGREEMENT between PIVOTAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January 31, 2019Underwriting Agreement • February 1st, 2019 • Pivotal Acquisition Corp • Blank checks • New York
The undersigned, Pivotal Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2019 • Pivotal Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 31st day of January, 2019, by and among Pivotal Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • February 1st, 2019 • Pivotal Acquisition Corp • Blank checks • New York
This agreement is made as of January 31, 2019 between Pivotal Acquisition Corp., a Delaware corporation, with offices at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2023 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of February 8, 2021, among LD Lower Holdings, Inc., a Delaware corporation (the “Borrower” or the “Company”), LD Topco, Inc., a Delaware corporation (“Holdings Topco”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and Wilmington Trust, National Association (“Wilmington Trust”), as Administrative Agent and Collateral Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2019 • KLDiscovery Inc. • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 19, 2019 by and among Pivotal Acquisition Corp., a Delaware corporation (the “Company”), each of the Controlling Holders (as defined below), and each other Person identified on Schedule A attached hereto (the “Schedule of Investors”) as of the date hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2019 • Pivotal Acquisition Corp • Blank checks • New York
This Agreement is made as of January 31, 2019 by and between Pivotal Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PIVOTAL ACQUISITION CORP., PIVOTAL MERGER SUB CORP., LD TOPCO, INC. and CARLYLE EQUITY OPPORTUNITY GP, L.P. (SOLELY AS REPRESENTATIVE OF THE STOCKHOLDERS OF LD TOPCO, INC.) DATED AS OF MAY 20, 2019Agreement and Plan of Reorganization • May 21st, 2019 • Pivotal Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of May 20, 2019, by and among Pivotal Acquisition Corp., a Delaware corporation (“Parent”), Pivotal Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), LD Topco, Inc., a Delaware corporation (“Company”), and Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, solely in its capacity as the initial Representative hereunder. The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub, the Company and the Representative shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have t
Pivotal Acquisition Corp. c/o Graubard Miller The Chrysler Building New York, New York 10174 Cantor Fitzgerald & Co. New York, New York 10022Underwriting Agreement • January 11th, 2019 • Pivotal Acquisition 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 Pivotal Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. 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 comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 26th, 2019 • KLDiscovery Inc. • Blank checks • Delaware
This Director Indemnification Agreement (“Agreement”) is made as of December 19, 2019 by and between KLDiscovery Inc., a Delaware corporation (the “Company”), and [______] (“Indemnitee”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 26th, 2019 • KLDiscovery Inc. • Blank checks • Delaware
This Stockholders’ Agreement (this “Agreement”), dated as of December 19, 2019 (the “Effective Time”), is entered into by and among (i) Pivotal Acquisition Corp., a Delaware corporation (the “Company”) and (ii) the Persons included on the signature pages hereto as “LD Topco Holders” (collectively, the “LD Topco Holders”). Each of the Company and the LD Topco Holders may be referred to herein as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 5 of this Agreement.
ContractCredit Agreement • August 15th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
THIS INSTRUMENT, AS WELL AS THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY, ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBJECT TO THE TERMS OF AND SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE EXTENT AND IN THE MANNER SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, SUPPLEMENTED, RESTATED, REPLACED, REFINANCED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE “SUBORDINATION AGREEMENT”) DATED AS OF THE DATE HEREOF BY AND AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION, AS THE AGENT (AS DEFINED THEREIN) FOR THE SENIOR LENDERS (AS DEFINED THEREIN), MGG INVESTMENT GROUP LP AS THE SUBORDINATED AGENT (AS DEFINED THEREIN) FOR THE SUBORDINATED LENDERS (AS DEFINED THEREIN), KLDISCOVERY HOLDINGS, INC. (F/K/A LD LOWER HOLDINGS, INC.), A DELAWARE CORPORATION, AS THE BORROWER (AS DEFINED THEREIN) AND THE OTHER GUARANTORS PARTY THERETO, TO THE PRIOR PAYMENT IN FULL (AS DEFINED THEREIN) OF ALL SENIOR DEBT (AS DEFINED THEREIN) AN
SIXTH AMENDMENT TO SOFTWARE LICENSE AGREEMENTSoftware License Agreement • March 28th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc.
of January 5, 2023 (“Effective Date”), by and between RELATIVITY ODA LLC, a Delaware limited liability company (“Relativity”), and KLDISCOVERY ONTRACK, LLC, a Delaware limited liability company (“Client”).
FIRST LIEN CREDIT AGREEMENT DATED AS OF DECEMBER 9, 2016 AMONG LD INTERMEDIATE HOLDINGS, INC., AND LD LOWER HOLDINGS, INC., AS CO-BORROWERS, LD TOPCO, INC., AS HOLDINGS, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, SWING LINE...First Lien Credit Agreement • June 21st, 2019 • Pivotal Acquisition Corp • Blank checks • New York
This FIRST LIEN CREDIT AGREEMENT dated as of December 9, 2016, among LD Lower Holdings, Inc., a Delaware corporation (“LD Lower”) and LD Intermediate Holdings, Inc. (“LD Intermediate”), a Delaware corporation (and, together with LD Lower, each a “Borrower” and collectively, the “Borrowers”), LD Topco, Inc., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Royal Bank of Canada (“Royal Bank”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
January 31, 2019 Re: Forward Purchase Contract Ladies and Gentlemen:Pivotal Acquisition Corp • February 1st, 2019 • Blank checks • New York
We are pleased to accept the offer Pivotal Spac Funding LLC (the “Subscriber” or “you”) has made to purchase up to an aggregate of $150,000,000 of securities of Pivotal Acquisition Corp., a Delaware corporation (the “Company”), in connection with the Company’s initial Business Combination (as defined below). The securities to be purchased pursuant hereto are hereinafter collectively referred to as the “Securities.” The Company and the Subscriber’s agreements regarding such Securities are set forth in this agreement (this “Agreement”) and are as follows:
Independent DIRECTOR AGREEMENTIndependent Director Agreement • March 28th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • Delaware
THIS DIRECTOR AGREEMENT (the “Agreement”) is made as of March 14, 2024, by and among KLDiscovery Inc., a Delaware corporation (the “Company”), and Neal P. Goldman (“Director”).
Employment AgreementEmployment Agreement • June 21st, 2019 • Pivotal Acquisition Corp • Blank checks • Virginia
This Employment Agreement (the “Agreement”), dated as of September 30, 2011, is made by and between LDiscovery, LLC, a Delaware limited liability company (the “Company”), and Christopher Weiler (the “Employee”) (collectively referred to herein as the “Parties”).
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • March 18th, 2021 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • Illinois
THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into as of December 24, 2020, for reference purposes (“Reference Date”), but shall become effective on January 1, 2021 (“Effective Date”), by and between Relativity ODA LLC (“Relativity”), a Delaware limited liability company, with its principal place of business for notices set forth in Section 12, and LDiscovery, LLC (“Client”), a Delaware limited liability company, with its principal place of business for notices set forth in Section 12.
Certain confidential information contained in this document, marked by brackets, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. SEVENTH AMENDMENT TO SOFTWARE LICENSE AGREEMENTSoftware License Agreement • March 28th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc.
THIS SEVENTH AMENDMENT TO SOFTWARE LICENSE AGREEMENT (“Amendment”) is made as of February 28, 2023 for reference purposes (“Reference Date”) but made effective as of January 1, 2023 (“Effective Date”), by and between RELATIVITY ODA LLC, a Delaware limited liability company, (“Relativity”), and KLDISCOVERY ONTRACK, LLC, a Delaware limited liability company (“Client”).
MUTUAL RELEASERelease Agreement • August 15th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • Delaware
THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit Agreement • August 15th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of February 8, 2021, among LD Lower Holdings, Inc., a Delaware corporation (the “Borrower” or the “Company”), LD Topco, Inc., a Delaware corporation (“Holdings Topco”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and Wilmington Trust, National Association (“Wilmington Trust”), as Administrative Agent and Collateral Agent.
STOCKHOLDERS AGREEMENTStockholders Agreement • August 15th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • Delaware
You were previously granted an award (the “RSU Award”) of 125,000 restricted stock units (“RSUs”) pursuant to the terms of the KLDiscovery Inc. 2019 Incentive Award Plan (the “Plan”) and an award agreement thereunder (the “RSU Agreement”). As...KLDiscovery Inc. • August 13th, 2020 • Services-computer programming, data processing, etc. • Delaware
Effective as of the date hereof, you agree to forfeit, for no compensation, 6,667 of the RSUs subject to the RSU Award (the “Forfeited RSUs”) so that the shares otherwise subject to the Forfeited RSUs may be allocated to other participants in the Plan. You will cease to have any rights with respect to the Forfeited RSUs as of the date hereof. The RSU Agreement is hereby amended so that the “Number of RSUs” set forth therein shall equal 118,333 (the “Retained RSUs”) which shall be reduced ratably from each vesting tranche.
Certain confidential information contained in this document, marked by brackets, has been omitted. AMENDED AND RESTATED FIRST AMENDMENT TO SOFTWARE LICENSE AGREEMENTSoftware License Agreement • March 17th, 2022 • KLDiscovery Inc. • Services-computer programming, data processing, etc.
THIS AMENDED AND RESTATED FIRST AMENDMENT TO SOFTWARE LICENSE AGREEMENT (“Amendment”) is made and entered into as of July 21, 2021, for reference purposes (“Reference Date”), but shall become effective retroactively as of July 1, 2021 (“Effective Date”), by and between RELATIVITY ODA LLC, a Delaware limited liability company (“Relativity”), and LDISCOVERY, LLC, a Delaware limited liability company (“Client”).
MASTER TERMS AND CONDITIONSMaster Terms and Conditions • March 28th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
These Master Terms and Conditions (“Master Terms”) effective on June 1, 2023 (“Effective Date”) are by and between Relativity ODA LLC, a Delaware limited liability company (“Relativity”) and KLDiscovery Ontrack, LLC, a Delaware limited liability company (“Customer”).
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 1st, 2019 • Pivotal Acquisition Corp • Blank checks
This Amendment (this “Amendment”) to the Agreement and Plan of Reorganization, dated as of May 20, 2019 (the “Merger Agreement”), by and among Pivotal Acquisition Corp., a Delaware corporation (“Parent”), Pivotal Merger Sub Corp., a Delaware corporation (“Merger Sub”), LD Topco, Inc., a Delaware corporation (“Company”), and Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, solely in its capacity as the initial Representative thereunder (“Carlyle”), is entered into as of October 30, 2019 by and among Parent, Merger Sub, the Company and Carlyle. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Merger Agreement.
AMENDMENT AND TERMINATION AGREEMENTAmendment and Termination Agreement • August 15th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • Delaware
This Amendment and Termination Agreement (this “Amendment”) is entered into as of August 14, 2024, by and between KLDiscovery Inc. (formerly known as Pivotal Acquisition Corp.), a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”), with respect to that certain Registration Rights Agreement, dated as of December 19, 2019, by and among the Company, the Stockholders, and certain other parties thereto (the “Registration Rights Agreement”). All capitalized terms used herein and not otherwise defined shall having the meanings ascribed to them in the Registration Rights Agreement.
First Amendment to Securities Purchase AgreementSecurities Purchase Agreement • March 17th, 2022 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
This First Amendment (this “Amendment”), dated as of November 19, 2021 to the Securities Purchase Agreement, dated as of December 16, 2019 (as amended, restated, supplemented or modified, the “Agreement”), is entered into among KLDiscovery Inc. (f/k/s Pivotal Acquisition Corp.), a Delaware corporation (the “Company”), and the Purchasers identified on the signature pages hereto. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 17th, 2019 • Pivotal Acquisition Corp • Blank checks • New York
This securities purchase agreement (this “Agreement”), dated as of December 16, 2019, is entered into among Pivotal Acquisition Corp. (to be renamed KLDiscovery, Inc.), a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their permitted successors and assigns, each a “Purchaser” and, together, the “Purchasers”).
AMENDED AND RESTATED SECOND AMENDMENT TO SOFTWARE LICENSE AGREEMENTSoftware License • March 17th, 2022 • KLDiscovery Inc. • Services-computer programming, data processing, etc.
AGREEMENT (“Amendment”) is made as of January 5, 2021 for reference purposes (“Reference Date”) but shall become effective retroactively as of October 22, 2021 (“Effective Date”), between RELATIVITY ODA LLC, a Delaware limited liability company (“Relativity”), and KLDiscovery Ontrack, LLC, a Delaware limited liability company, successor-in-interest to LDiscovery, LLC ("Client”).
AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 16th, 2023 • KLDiscovery Inc. • Services-computer programming, data processing, etc.
This Amendment (this “Amendment”) to the Executive Severance Agreement, dated as of June 17, 2020, by and among (i) KLDiscovery Ontrack, LLC., (“KLDiscovery”) and (ii) Krystina Jones (“Executive”) (the “Agreement”), is made and entered into as of December 22, 2022 (the “Amendment Date”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.
TRANSACTION SUPPORT AGREEMENTExchange Agreement • July 8th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
This Term Sheet summarizes the principal terms of a proposed Second Lien Loan Agreement (the “Second Lien Loan Agreement”) to be made by and among KLDiscovery Holdings, Inc. (f/k/a LD Lower Holdings, Inc.), a Delaware corporation (the “Borrower”), LD Topco, Inc., a Delaware corporation (“Holdings”), the other guarantors party thereto, 1397225 Ontario Limited (“OTPP”) and certain funds and/or accounts managed by MGG Investment Group LP and/or its affiliates (“MGG” and, together with OTPP, collectively, the “Lenders” and each, a “Lender”). This Term Sheet is an expression of intent only, does not express the agreement of the parties, is not meant to be binding on the parties, and is meant to be used as a negotiation aid by the parties. The parties do not intend to be bound until they enter into a definitive agreement regarding the subject matter of this Term Sheet. Reference is made to that certain Credit Agreement, dated as of February 8, 2021 (as amended by that certain First Amendment
You were previously granted an award (the “Option”) of 121,100 shares of KLDiscovery Inc’s (the “Company”) common stock pursuant to the terms of the KLDiscovery Inc. 2019 Incentive Award Plan (the “Plan”) and an award agreement thereunder (the “Option...KLDiscovery Inc. • November 12th, 2020 • Services-computer programming, data processing, etc. • Delaware
Effective as of the date hereof, you agree to forfeit, for no compensation, all 121,100 of the Options subject to the Option Agreement (the “Forfeited Options”) so that the shares otherwise subject to the Forfeited Options may be allocated to other participants in the Plan. You will cease to have any rights with respect to the Forfeited Options as of the date hereof.
AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 16th, 2023 • KLDiscovery Inc. • Services-computer programming, data processing, etc.
This Amendment (this “Amendment”) to the Executive Severance Agreement, dated as of September 30, 2020, by and among (i) KLDiscovery Ontrack, LLC., (“KLDiscovery”); and (ii) Christopher Weiler (“Executive”) (the “Agreement”), is made and entered into as of December 22, 2022 (the “Amendment Date”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.
Certain confidential information contained in this document, marked by brackets, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. FOURTH AMENDMENT TOSoftware License Agreement • March 16th, 2023 • KLDiscovery Inc. • Services-computer programming, data processing, etc.
entered into on June 10, 2022, for reference purposes (“Reference Date”), but shall become effective retroactively as of January 1, 2022 (“Effective Date”), by and between RELATIVITY ODA LLC, a Delaware limited liability company (“Relativity”), and KLDISCOVERY ONTRACK, LLC, a Delaware limited liability company (“Client”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 13th, 2020 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • Minnesota
This Executive Severance Agreement (“Agreement”) is made as of June 17, 2020 (the “Effective Date”), by and between (i) Dawn Wilson (“Executive”); (ii) LDiscovery, LLC (“LDiscovery”); and (iii) KLDiscovery Ontrack, LLC (“KLDiscovery”).
