Dragoneer Growth Opportunities Corp. 60,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for you are acting as Representatives (the “Representatives”), an aggregate of 60,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 9,000,000 additional Units to cover over-allotments (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 Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in th
Dragoneer Growth Opportunities Corp. One Letterman Drive Building D, Suite M500 San Francisco, CA 94129Securities Subscription Agreement • July 24th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on July 10, 2020 by and between Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 17,250,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 2,250,000 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 AGREEMENTPrivate Placement Warrants Purchase Agreement • August 11th, 2020 • Dragoneer Growth Opportunities 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 August [•], 2020, is entered into by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 19th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2020, is made and entered into by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Dragoneer Growth Opportunities Corp. One Letterman Drive Building D, Suite M500 San Francisco, CA 94129Underwriting Agreement • August 19th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 60,000,000 of the Company’s units (including 9,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
WARRANT AGREEMENT between DRAGONEER GROWTH OPPORTUNITIES CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 13, 2020Warrant Agreement • August 19th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 13, 2020, is by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August [•], 2020 by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 19th, 2020 • Dragoneer Growth Opportunities 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 August 13, 2020, is entered into by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 19th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 12, 2020, by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Dragoneer Funding LLC (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 13, 2020 by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • August 19th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 13, 2020, by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 28th, 2024 • CCC Intelligent Solutions Holdings Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of September 21, 2021 (this “Agreement”), by and among CCC Intelligent Solutions Inc. (the “Borrower”), Cypress Intermediate Holdings II, Inc., a Delaware corporation (“Holdings”), the Lenders and Issuing Banks from time to time party hereto, Bank of America, N.A. (“BofA”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”), as Swingline Lender, and Bank of America, N.A., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Citibank, N.A., Morgan Stanley Senior Funding, Inc., Credit Suisse Loan Funding LLC, Jefferies Finance LLC and Barclays Bank PLC, as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”).
43,000,000 Shares CCC Intelligent Solutions Holdings Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT February 29, 2024Underwriting Agreement • March 4th, 2024 • CCC Intelligent Solutions Holdings Inc. • Services-prepackaged software • New York
30,000,000 Shares CCC Intelligent Solutions Holdings Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT June 27, 2024Underwriting Agreement • July 1st, 2024 • CCC Intelligent Solutions Holdings Inc. • Services-prepackaged software • New York
Footnotes to Form 3Business Combination Agreement • August 9th, 2021 • CCC Intelligent Solutions Holdings Inc. • Services-prepackaged software
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2021 • CCC Intelligent Solutions Holdings Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [•], 2021 by and between CCC Intelligent Solutions Holdings Inc., a Delaware corporation (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and ______________, an individual (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • CCC Intelligent Solutions Holdings Inc. • Services-prepackaged software • Delaware
This Employment Agreement (this “Agreement”) is made and entered into on October 7, 2022 (the “Effective Date”), by and between CCC Intelligent Solutions Holdings Inc., a Delaware corporation (together with any of its subsidiaries and affiliates as may employ Executive from time to time and any successor(s) thereto, the “Company”), and Michael Silva (“Executive”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG DRAGONEER GROWTH OPPORTUNITIES CORP., CHARIOT OPPORTUNITY MERGER SUB, INC., AND CYPRESS HOLDINGS, INC. DATED AS OF FEBRUARY 2, 2021Business Combination Agreement • February 3rd, 2021 • Dragoneer Growth Opportunities Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 2, 2021, is made by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (“Dragoneer”), Chariot Opportunity Merger Sub, Inc., a Delaware corporation (“Chariot Merger Sub”), and Cypress Holdings, Inc., a Delaware corporation (the “Company”). Dragoneer, Chariot Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BY AND AMONG DRAGONEER GROWTH OPPORTUNITIES CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF FEBRUARY 2, 2021Registration and Shareholder Rights Agreement • February 3rd, 2021 • Dragoneer Growth Opportunities Corp. • Blank checks • Delaware
This AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 2, 2021, is made by and among:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2021 • Dragoneer Growth Opportunities Corp. • Services-prepackaged software • Delaware
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into on April 27, 2017, with employment effective as of the Effective Date (as defined in Section 2), by and between Cypress Intermediate Holdings III, Inc., a Delaware corporation (together with any of its subsidiaries and affiliates as may employ Executive from time to time and any successor(s) thereto, the “Company”), and Githesh Ramamurthy (“Executive”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 22nd, 2021 • Dragoneer Growth Opportunities Corp. • Services-prepackaged software
This Amendment is entered into by the Parties in accordance with Section 8.3 (Amendment) of the Business Combination Agreement, dated as of February 2, 2021, by and among Dragoneer, Chariot Opportunity Merger Sub, Inc., a Delaware corporation, and the Company (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Business Combination Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • CCC Intelligent Solutions Holdings Inc. • Services-prepackaged software
This First Amendment to the Employment Agreement (this “Amendment”) is made and entered into on November 1, 2022 (the “Effective Date”), by and between CCC Intelligent Solutions Holdings Inc., a Delaware corporation (together with any of its subsidiaries and affiliates as may employ Executive from time to time and any successor(s) thereto, the “Company”), and Michael Silva (“Executive”).
FIRST AMENDMENTFirst Lien Credit Agreement • March 30th, 2021 • Dragoneer Growth Opportunities Corp. • Services-prepackaged software • New York
FIRST LIEN CREDIT AGREEMENT, dated as of April 27, 2017, as amended on the First Amendment Effective Date (this “Agreement”), by and among CCC Information Services Inc. (as successor by merger to Cypress Intermediate Holdings III, Inc. (f/k/a Jaguar Holdings Inc.)) (the “Borrower”), Cypress Intermediate Holdings II, Inc., a Delaware corporation (“Holdings”), the Lenders and Issuing Banks from time to time party hereto, Jefferies Finance LLC (“Jefferies”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”), as Swingline Lender, and Jefferies and Nomura Securities International, Inc. (“Nomura Securities”), as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 6th, 2021 • Dragoneer Growth Opportunities Corp. • Services-prepackaged software
This Amendment is entered into by the Parties in accordance with Section 8.3 (Amendment) of the Business Combination Agreement, dated as of February 2, 2021, by and among Dragoneer, Chariot Opportunity Merger Sub, Inc., a Delaware corporation, and the Company, as amended by Amendment No. 1 to Business Combination Agreement, dated as of April 22, 2021 (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Business Combination Agreement.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 3rd, 2021 • Dragoneer Growth Opportunities Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 2, 2021, is made by and among Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Sponsor”), the other holders of Dragoneer Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Class B Holders”), Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (“Dragoneer”), Cypress Holdings, Inc., a Delaware corporation (the “Company”) and, solely with respect to Section 6, Marc Stad and Pat Robertson. The Sponsor, the Other Class B Holders, Dragoneer and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as hereinafter defined).
