GOODRX HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 14th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[20] between GoodRx Holdings, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
●] Shares GOODRX HOLDINGS, INC. CLASS A COMMON STOCK, $[●] PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • New York
PEN FACTORY 2701 OLYMPIC BOULEVARD WEST BUILDING OFFICE LEASE CSHV PEN FACTORY, LLC, a Delaware limited liability company as Landlord, and GOODRX, INC., a Delaware corporation as Tenant West BuildingOffice Lease • August 10th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • California
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease (this Summary and the Office Lease to be known collectively as the “Lease”). Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined in this Summary shall have the meaning as set forth in the Office Lease.
FIRST LIEN CREDIT AGREEMENT dated as of October 12, 2018, among GOODRX, INC., as the Borrower, GOODRX INTERMEDIATE HOLDINGS, LLC, as Holdings, The Lenders Party Hereto, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent GOLDMAN SACHS...First Lien Credit Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • Delaware
FIRST LIEN CREDIT AGREEMENT dated as of October 12, 2018 (this “Agreement”), among GOODRX, INC., a Delaware corporation (the “Borrower”), GOODRX INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors from time to time party hereto, the LENDERS from time to time party hereto, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 4, 2024 (the “Effective Date”) by and among GoodRx, Inc., a Delaware corporation (the “Corporation”) and Karsten Voermann, an individual (the “Executive”).
SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 11th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • New York
FIRST LIEN GUARANTYFirst Lien Guaranty • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • New York
This FIRST LIEN GUARANTY (this “Guaranty”) is entered into as of October 12, 2018 by the undersigned (each a “Guarantor”, and together with any future Loan Parties executing this Guaranty, being collectively referred to herein as the “Guarantors”) in favor of and for the benefit of BARCLAYS BANK PLC (the “Agent”), as Administrative Agent and Collateral Agent for, and representative of, the financial institutions party to the Credit Agreement referred to below (the “Lenders”) and the other Secured Parties (as defined in the Credit Agreement referred to below).
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • New York
This FIRST LIEN SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of October 12, 2018 and entered into by and among GOODRX INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), GOODRX, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Loan Parties (each such Loan Party being, together with Holdings and Borrower an “Initial Grantor” and collectively, the “Initial Grantors”), each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 20 hereof (each Initial Grantor and each Additional Grantor being a “Grantor,” and collectively the “Grantors”) and BARCLAYS BANK PLC, as the Collateral Agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, herein called the “Collateral Agent”). Except as otherwise defined herein, all capitalized terms used herein and de
GOODRX HOLDINGS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2018, by and among (i) GoodRx Holdings, Inc., a Delaware corporation (the “Company”), (ii) Francisco Partners IV, L.P., a limited partnership organized pursuant to the laws of the Cayman Islands (together with its Permitted Transferees, “FP IV”), and Francisco Partners IV-A, L.P., a limited partnership organized pursuant to the laws of the Cayman Islands (together with its Permitted Transferees, “FP IV-A” and, together with FP IV, “FP”), (iii) Spectrum Equity VII, L.P., a Delaware limited partnership (together with its Permitted Transferees, “SE VII”), Spectrum VII Investment Managers’ Fund, L.P., a Delaware limited partnership (together with its Permitted Transferees, “SE VII Managers”), and Spectrum VII Co-Investment Fund, L.P., a Delaware limited partnership (together with its Permitted Transferees, “SE VII Co-Investment” and, together with SE VII and SE VII Managers, co
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2015 by and among GoodRx, Inc., a Delaware corporation (the “Corporation”) and Trevor Bezdek, an individual (the “Executive”).
June 9, 2020 Jackie Kosecoff RE: Board Service (New Term) Letter AgreementBoard Service Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
This letter summarizes your service and compensation as an outside Board member for such new term. To that effect, you acknowledge that you were paid in full any amounts due to you for your prior service on the Board and that you were issued all equity promised to you related thereof. For the avoidance of doubt, this letter does not affect your service as a manager on the board of managers of GoodRx Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of GoodRx, which service has been continuous since appointment thereto. You acknowledge and agree that you will not be entitled to any further compensation for serving on the Board of GoodRx or board of managers of Intermediate beyond what is described herein.
SECOND INCREMENTAL CREDIT FACILITY AMENDMENT TO FIRST LIEN CREDIT AGREEMENTSecond Incremental Credit Facility Amendment • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • New York
THIS SECOND INCREMENTAL CREDIT FACILITY AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is dated as of May 12, 2020 and is entered into by GOODRX, INC., a Delaware corporation (the “Borrower”), GOODRX INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto, and BARCLAYS BANK PLC (“BARCLAYS”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent, (in such capacity, together with its successors and assigns, the “Collateral Agent”) and acknowledged and agreed by the other Guarantors party hereto, is made with reference to that certain FIRST LIEN CREDIT AGREEMENT, dated as of October 12, 2018 (as amended by that certain First Incremental Credit Facility Amendment to First Lien Credit Agreement, dated as of November 1, 2019, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereo
FIRST INCREMENTAL CREDIT FACILITY AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Incremental Credit Facility Amendment • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • New York
THIS FIRST INCREMENTAL CREDIT FACILITY AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is dated as of November 1, 2019 and is entered into by GOODRX, INC., a Delaware corporation (the “Borrower”), GOODRX INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto, and BARCLAYS BANK PLC (“BARCLAYS”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent, (in such capacity, together with its successors and assigns, the “Collateral Agent”) and acknowledged and agreed by the other Guarantors party hereto, is made with reference to that certain FIRST LIEN CREDIT AGREEMENT, dated as of October 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”) by and among the Borrower, Holdings, the Lenders
SEPARATION AGREEMENT & RELEASE July 19, 2023Separation Agreement • July 27th, 2023 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
This letter confirms the agreement (this “Agreement”) between you and the Company, on behalf of itself, its parent, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively the “Company Group”), concerning the terms of a severance payment in exchange for a release of claims and certain obligations.
August 20, 2020 Julie M. B. Bradley RE: Board Service Letter AgreementBoard Service Letter Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
GoodRx is delighted to invite you to join the board of directors of GoodRx Holdings, Inc. (the “Board”), as a director and as Audit Committee Chair and will recommend to the Board and the company’s stockholders to elect you to that role as of August __, 2020.
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • North Carolina
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
233 WILSHIRE BOULEVARD SANTA MONICA, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-SEARISE OFFICE TOWER LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND GOODRX, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • California
June 10, 2020 Agnes Rey-GiraudBoard Service Continuation Letter Agreement • July 2nd, 2020 • GoodRx Holdings, Inc.
GOODRX HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of [●], 2020Stockholders Agreement • September 14th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • Delaware
This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [ ● ], 2020, by and among (i) GoodRx Holdings, Inc., a Delaware corporation (the “Issuer”); (ii) the Silver Lake Stockholders (as hereinafter defined); (iii) the Francisco Partners Stockholders (as hereinafter defined), (iv) the Spectrum Stockholders (as hereinafter defined), and (v) the Idea Men Stockholders (as hereinafter defined), and any other Person who becomes a party hereto pursuant to Article VI (each a “Stockholder” and, collectively, the “Stockholders”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of October 12, 2018, by and among (i) GoodRx Holdings, Inc., a Delaware corporation (the “Company”), (ii) Francisco Partners IV, L.P., a limited partnership organized pursuant to the laws of the Cayman Islands (together with its Permitted Transferees, “FP IV”), and Francisco Partners IV-A, L.P., a limited partnership organized pursuant to the laws of the Cayman Islands (together with its Permitted Transferees, “FP IV-A” and, together with FP IV, “FP”), (iii) Spectrum Equity VII, L.P., a Delaware limited partnership (together with its Permitted Transferees, “SE VII”), Spectrum VII Investment Managers’ Fund, L.P., a Delaware limited partnership (together with its Permitted Transferees, “SE VII Managers”), and Spectrum VII Co-Investment Fund, L.P., a Delaware limited partnership (together with its Permitted Transferees, “SE VII Co-Investment” and, together with SE VII and SE VII Managers, collectively, “Spectru
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • May 9th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
This FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is made and entered into as of February 7 , 2024, by and between PEN FACTORY PROPERTY OWNER, LLC, a Delaware limited liability company (“Landlord”), and GOODRX, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • February 26th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • New York
THIS FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of February 20, 2024 (this “Amendment”), by and among GOODRX, INC., a Delaware corporation (the “Borrower”), GOODRX INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (in such capacity, the “Administrative Agent”), the Issuing Banks party hereto, the Swingline Lender, and the Revolving Lenders party hereto, amends that certain First Lien Credit Agreement, dated as of October 12, 2018 (as amended by that certain First Incremental Credit Facility Amendment to First Lien Credit Agreement, dated as of November 1, 2019, that certain Second Incremental Credit Facility Amendment to First Lien Credit Agreement, dated as of May 12, 2020, that certain Third Amendment to First Lien Credit Agreement, dated as of June 29, 2023, that certain Fourth Amendment to First Lien Credit Agreement, dated as of July 7, 2023, and as
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”), is made as of March 13, 2024 (the “Amendment Effective Date”), by and between GoodRx, Inc., a Delaware corporation (the “Corporation”) and Scott Wagner (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
SEPARATION AGREEMENT & RELEASE February 22, 2024Separation Agreement • February 26th, 2024 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
This letter confirms the agreement (this “Agreement”) between you and the Company, on behalf of itself, its parent, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively the “Company Group”), concerning the terms of a severance payment in exchange for a release of claims and certain obligations.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • May 10th, 2022 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
THIS THIRD AMENDMENT TO OFFICE LEASE dated effective as of January 1, 2022 (this “Third Amendment”), is entered into by and between CSHV PEN FACTORY, LLC, a Delaware limited liability company (“Landlord”), and GOODRX, INC., a Delaware corporation (“Tenant”), with reference to the following:
ContractOffice Lease • August 12th, 2021 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
ContractOffice Lease • August 12th, 2021 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
ContractStock Purchase Agreement • May 10th, 2022 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • Delaware
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
June 10, 2020 Agnes Rey-Giraud RE: Board Service Continuation Letter AgreementBoard Service Continuation Agreement • August 28th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation
This letter summarizes your service and compensation as an outside Board member for such new term. To that effect, you acknowledge that you were paid in full any amounts due to you for your current service on the Board and that you were issued all equity promised to you related thereof. For the avoidance of doubt, this letter does not affect your service as a manager on the board of managers of GoodRx Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of GoodRx, which service has been continuous since appointment thereon. You acknowledge and agree that you will not be entitled to any further compensation for serving on the Board of GoodRx or board of managers of Intermediate beyond what is described herein.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 14th, 2020 • GoodRx Holdings, Inc. • Services-computer processing & data preparation • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of September 13, 2020 (the “Effective Date”), is entered into by and among GoodRx Holdings, Inc., a Delaware corporation (the “Company”), and SLP Geology Aggregator, L.P., a Delaware limited partnership (the “Purchaser”).
