VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 28th, 2020 • MPH Acquisition Holdings LLC • Services-business services, nec • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into this 12th day of July, 2020, by and among Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Music” and, together with Holdings, the “MP Parties”), and each of the undersigned (each, a “Holder” and collectively, “Holders”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
Churchill Capital Corp IIIMerger Agreement • August 28th, 2020 • MPH Acquisition Holdings LLC • Services-business services, nec • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of July 12, 2020 (as the same may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Polaris Investment Holdings, L.P. (“Holdings”), Polaris Parent Corp. (the “Company”), Churchill Capital Corp III (“Acquiror”), Music Merger Sub I, Inc. (“First Merger Sub”) and Music Merger Sub II LLC (“Second Merger Sub”). Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • August 28th, 2020 • MPH Acquisition Holdings LLC • Services-business services, nec • Delaware
This NON-REDEMPTION AGREEMENT (this “Non-Redemption Agreement”) is entered into this 12th day of July, 2020, by and among Churchill Capital Corp III, a Delaware corporation (the “Issuer”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Music”), and the undersigned (“Holder” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • August 28th, 2020 • MPH Acquisition Holdings LLC • Services-business services, nec
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock, par value $0.0001 per share, of Churchill Capital Corp. III is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This join
