Re: Amendment No. 1 to Exclusivity AgreementPrivate and Confidential • July 24th, 2020 • Daylight Beta, Corp. • Insurance agents, brokers & service • Delaware
This Amendment No. 1 (the “Amendment”) to that certain Exclusivity Agreement (the “Agreement”) dated as of June 12, 2020, by and between Madison Dearborn Partners, LLC, on behalf of itself and certain investment funds it advises (“Buyer”) and Benefytt Technologies, Inc. (the “Company”), is entered into as of July 3, 2020, by and between the same parties. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. In order to induce Buyer to continue to devote time and resources and to incur expenses in connection with the Transaction, by the execution and delivery of this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the Company covenants and agrees with Buyer as follows:
MADISON DEARBORN CAPITAL PARTNERS VIII-A, L.P. MADISON DEARBORN CAPITAL PARTNERS VIII-C, L.P. MADISON DEARBORN CAPITAL PARTNERS VIII EXECUTIVE-A, L.P. CHICAGO, IL 60602 July 12, 2020Daylight Beta, Corp. • July 24th, 2020 • Insurance agents, brokers & service
This letter agreement sets forth the commitment of Madison Dearborn Capital Partners VIII-A, L.P, Madison Dearborn Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P., each a Delaware limited partnership (each of the foregoing, an “Investor” and collectively, the “Investors”), subject to the terms and conditions hereof, to, directly or indirectly, purchase equity securities of Daylight Beta Parent Corp., a Delaware corporation (“Parent”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Daylight Beta Corp., a Delaware corporation and Benefytt Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 24th, 2020 • Daylight Beta, Corp. • Insurance agents, brokers & service • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2020 by and among Daylight Beta Parent Corp., a Delaware corporation (“Parent”), Daylight Beta Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the undersigned stockholders (the “Stockholders”) of Benefytt Technologies, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • July 24th, 2020 • Daylight Beta, Corp. • Insurance agents, brokers & service • Delaware
This Limited Guarantee, dated as of July 12, 2020 (this “Limited Guarantee”), by Madison Dearborn Capital Partners VIII-A, L.P, Madison Dearborn Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P., each a Delaware limited partnership (each of the foregoing, a “Guarantor” and collectively, the “Guarantors”) is made in favor of Benefytt Technologies, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Daylight Beta Parent Corp. a Delaware corporation (“Parent”), Daylight Beta Corp., a Delaware corporation, and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
