ContractCredit Agreement • June 26th, 2024 • Certara, Inc. • Services-prepackaged software • New York
FIFTH AMENDMENT, dated as of June 26, 2024 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018, by the Second Amendment thereto, dated as of April 3, 2018, by the Third Amendment thereto, dated as of June 17, 2021, by the LIBOR Transition Amendment thereto, dated as of June 26, 2023, and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Certara Holdings, Inc. (formerly EQT Avatar Holdings, Inc.), a Delaware corporation, Certara Holdco, Inc., a Delaware corporation (the “Parent Borrower”), Certara USA, Inc., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers”), Certara Intermediate, Inc. (formerly EQT Avatar Intermediate, Inc.), a Delaware corporation (“Holdings”), the financial institutions from time to time party thereto as lenders and issuing banks and Bank of
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Certara, Inc. • Services-prepackaged software • New Jersey
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of November, 2023, by and between Certara, Inc., a Delaware corporation (the “Company”) and John Gallagher (the “Executive”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 25th, 2020 • Certara, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement is dated as of , 202 (this “Agreement”) and is between Certara, Inc., a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO Dated as of November 3, 2022Registration Rights Agreement • November 7th, 2022 • Certara, Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 3, 2022, by and among the Company (as defined herein), the Institutional Investors (as defined herein) set forth on Schedule A hereto and any other Person (as defined herein) who becomes a party hereto from time to time in accordance with this Agreement.
ContractCredit Agreement • June 22nd, 2021 • Certara, Inc. • Services-prepackaged software • New York
THIRD AMENDMENT, dated as of June 17, 2021 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018, and by the Second Amendment thereto, dated as of April 3, 2018, and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Certara Holdings Inc. (formerly EQT Avatar Holdings, Inc.), a Delaware corporation, Certara Holdco, Inc., a Delaware corporation (the “Parent Borrower”), Certara USA, Inc., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers”), Certara Intermediate, Inc. (formerly EQT Avatar Intermediate, Inc.), a Delaware corporation (“Holdings”), the financial institutions from time to time party thereto as lenders and issuing banks, and Bank of America, N.A. (“BofA”), as Administrative Agent (in such capacity, the “Administrative Agent”) (as successor to Jefferies Fin
l ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2021 • Certara, Inc. • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2021 • Certara, Inc. • Services-prepackaged software • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2020, by and between Certara USA, Inc., a Delaware corporation (the “Company”) and Leif E. Pedersen (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among CERTARA, INC., PUMA MERGER SUB, LLC, PINNACLE 21, LLC and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Equityholder Representative Dated as of August 2, 2021 This document is intended solely to facilitate...Merger Agreement • August 5th, 2021 • Certara, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2021 (including all exhibits, schedules, annexes and amendments hereto, this “Agreement”) is made by and among Certara, Inc., a Delaware corporation (“Parent”), Puma Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Pinnacle 21, LLC, a Delaware limited liability company (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Equityholders (the “Equityholder Representative” and, together with Parent, Merger Sub and the Company, collectively, the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • New Jersey
EMPLOYMENT AGREEMENT, dated as of (the “Effective Date”), between Certara USA, Inc. (the “Company” or “Company Group”), and Justin Edge (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of May, 2019, by and among EQT Avatar Parent L.P., a Delaware limited partnership (the “Parent”), Certara USA, Inc., a Delaware corporation (the “Company”) and William Feehery (the “Executive”).
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • December 3rd, 2020 • Certara, Inc. • Services-prepackaged software • Delaware
In accordance with the Exchange Acknowledgement and Agreement to which this Stock Restriction Agreement is attached (the “Exchange Agreement”), and pursuant to the terms and conditions of this Stock Restriction Agreement (this “Stock Restriction Agreement”), the management unitholder set forth on the signature page hereto (the “Management Unitholder”) has received the number of shares of common stock of Certara, Inc. (f/k/a EQT Avatar Topco, Inc.), a Delaware corporation (the “Company”), par value $0.01 per share (the “Restricted Stock”), set forth below in exchange for unvested Class B Units of the Partnership (as defined in the Exchange Agreement) initially granted under the Unit Equity Agreements (as defined in the Exchange Agreement).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of August 15, 2017, by and among EQT Avatar Intermediate, Inc., a Delaware corporation (“Holdings”), EQT Avatar Holdings, Inc., a Delaware corporation (“Buyer” or the “Initial Borrower”), Certara Holdco, Inc., a Delaware corporation (the “Parent Borrower”), Certara USA, Inc., a Delaware corporation (the “Co-Borrower” and, together with the Initial Borrower (prior to the consummation of the Closing Date Assumption (as defined in the Credit Agreement referred to below)) and the Parent Borrower, each a “Borrower” and collectively the “Borrowers”), the Subsidiary Parties (as defined below) from time to time party hereto (the foregoing, collectively, the “Grantors”) and Jefferies Finance LLC (“Jefferies”), in its capacity as administrative agent and collateral agent for the Secured Parties (as defined in
CERTARA, INC. STOCKHOLDERS AGREEMENT Dated as of November 3, 2022Stockholders Agreement • November 7th, 2022 • Certara, Inc. • Services-prepackaged software • Delaware
This Stockholders Agreement (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”) of Certara, Inc. (together with its successors and permitted assigns, the “Company”), a Delaware corporation, is entered into as of November 3, 2022, by and among (i) the Company and (ii) the Arsenal Stockholders (defined below).
ContractCredit Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • New York
FIRST AMENDMENT, dated as of January 24, 2018 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among EQT Avatar Holdings, Inc., a Delaware corporation, Certara Holdco, Inc., a Delaware corporation (the “Parent Borrower”), Certara USA, Inc., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers”), EQT Avatar Intermediate, Inc., a Delaware corporation (“Holdings”), the financial institutions from time to time party thereto, Jefferies Finance LLC (“Jefferies”), as Administrative Agent (in such capacity, the “Administrative Agent”), and Jefferies and Golub Capital LLC, as Issuing Banks.
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • New Jersey
THIS EMPLOYMENT AGREEMENT, dated as of May 15, 2014, is entered into between Arsenal MBDD Holding, LLC, a Delaware limited liability company (the “Company”), and Edmundo Muniz (the “Executive”).
LOAN GUARANTYLoan Guaranty • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • New York
THIS LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of August 15, 2017, by and among EQT Avatar Intermediate, Inc., a Delaware corporation (“Holdings”), EQT Avatar Holdings, Inc., a Delaware corporation (“Buyer” or the “Initial Borrower”), Certara Holdco, Inc., a Delaware corporation (the “Parent Borrower”), Certara USA, Inc., a Delaware corporation (the “Co-Borrower” and, together with the Initial Borrower (prior to the consummation of the Closing Date Assumption (as defined in the Credit Agreement referred to below)) and the Parent Borrower, each a “Borrower” and collectively the “Borrowers”), the Subsidiary Parties (as defined below) from time to time party hereto (the foregoing, collectively, the “Loan Guarantors”) and Jefferies Finance LLC, in its capacity as administrative agent and collateral agent for the lenders party to the Credit Agreement referred to below (i
Amendment to Employment AgreementEmployment Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • Delaware
This Amendment to Employment Agreement (“Amendment”), dated February 21, 2019 (the “Effective Date”), is entered into between Certara Holdco, Inc. (the “Company”), a Delaware corporation, and Edmundo Muniz (“Executive”).
• ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2020 • Certara, Inc. • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 17, 2020, by and between Certara USA, Inc., a Delaware corporation (the “Company”) and Craig Rayner (the “Executive”).
ContractLibor Transition Amendment • August 9th, 2023 • Certara, Inc. • Services-prepackaged software
EXCHANGE ACKNOWLEDGEMENT AND AGREEMENTExchange Acknowledgement and Agreement • December 3rd, 2020 • Certara, Inc. • Services-prepackaged software • Delaware
This Exchange Acknowledgement and Agreement (this “Agreement”) is made effective as of [●], 20[●] (the “Effective Date”), by and among EQT Avatar Parent L.P., a Delaware limited partnership (the “Partnership”), EQT Avatar Parent GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Certara, Inc. (f/k/a EQT Avatar Topco, Inc.), a Delaware corporation and direct wholly-owned subsidiary of the Partnership (the “Company”), and the management unitholder identified on the signature page attached hereto (“Management Unitholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).
Certara, Inc. 100 Overlook Center, Suite 101 Princeton, NJ 08540Stockholders Agreement • November 7th, 2022 • Certara, Inc. • Services-prepackaged software • Delaware
Each of Certara, Inc., a Delaware corporation (together with its successors and permitted assigned, the “Company” or “Certara”), and Arsenal Saturn Holdings LP (the “Arsenal Party”), make reference to: (i) that certain Stockholders Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Stockholders Agreement”) of the Company, entered into as of the date hereof, by and among the Company, the Arsenal Party, Arsenal Capital Partners III LP and Arsenal Capital Partners III-B LP; (ii) that certain Purchase Agreement, dated as of the date hereof (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among the Arsenal Party and EQT Avatar Parent L.P. (“EQT” or the “Seller”), which provides for, subject to the satisfaction of the terms and conditions set forth in the Purchase Agreement, the sale of certain shares of common stock, par value $0.01 per share, of the Company
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2020 • Certara, Inc. • Services-prepackaged software • Victoria
EMPLOYMENT AGREEMENT, dated as of September 2, 2016 (the “Effective Date”), between Certara Australia Pty Ltd. (the “Company”), and Craig Rayner (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2023 • Certara, Inc. • Services-prepackaged software • New Jersey
EMPLOYMENT AGREEMENT, dated as of September 2, 2016 (the “Effective Date”), between D3 MEDICINE LLC (the “Company”), and Patrick Smith (the “Executive”).
ContractCredit Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software • New York
SECOND AMENDMENT, dated as of April 3, 2018 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018 and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among EQT Avatar Holdings, Inc., a Delaware corporation, Certara Holdco, Inc., a Delaware corporation (the “Parent Borrower”), Certara USA, Inc., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers”), EQT Avatar Intermediate, Inc., a Delaware corporation (“Holdings”), the financial institutions from time to time party thereto, Jefferies Finance LLC (“Jefferies”), as Administrative Agent (in such capacity, the “Administrative Agent”), and Jefferies and Golub Capital LLC, as Issuing Banks.
CONTRACT OF EMPLOYMENT FOR AN INDEFINITE PERIOD OF TIMEContract of Employment • November 18th, 2020 • Certara, Inc. • Services-prepackaged software
Santo Holding (Deutschland) GmbH (as Lender) andLoan Agreement • November 18th, 2020 • Certara, Inc. • Services-prepackaged software
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2021 • Certara, Inc. • Services-prepackaged software • New Jersey
EMPLOYMENT AGREEMENT, dated as of July 11, 2014 (the “Effective Date”), between Certara USA, Inc., a Delaware corporation (the “Company”), and M. Andrew Schemick (the “Executive”).
