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 • July 2nd, 2020 • GoodRx Holdings, Inc. • 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.
FIRST LIEN GUARANTYFirst Lien Guaranty • July 2nd, 2020 • GoodRx Holdings, Inc. • 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 • July 2nd, 2020 • GoodRx Holdings, Inc. • 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 • July 2nd, 2020 • GoodRx Holdings, Inc. • 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 • July 2nd, 2020 • GoodRx Holdings, Inc. • 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 Douglas Hirsch, an individual (the “Executive”).
June 9, 2020 Jackie KosecoffBoard Service Agreement • July 2nd, 2020 • GoodRx Holdings, Inc.
SECOND INCREMENTAL CREDIT FACILITY AMENDMENT TO FIRST LIEN CREDIT AGREEMENTSecond Incremental Credit Facility Amendment • July 2nd, 2020 • GoodRx Holdings, Inc. • 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 • July 2nd, 2020 • GoodRx Holdings, Inc. • 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
June 10, 2020 Agnes Rey-GiraudBoard Service Continuation Letter Agreement • July 2nd, 2020 • GoodRx Holdings, Inc.
