Form of Amended and Restated Registration Rights Agreement]Registration Rights Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2014 (as it may be amended from time to time, this “Agreement”), is made among ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), each Holder listed on the signature pages of this Agreement and any other stockholder of the Company that may become a party to this Agreement pursuant to the terms hereof. Capitalized terms used in this Agreement without definition have the meaning set forth in Section 11.
Underwriting AgreementUnderwriting Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (the “Stock”), of the Company and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of the Stock of the Company. The Firm Shares and the Optional Shares that the
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • Delaware
Indemnification Agreement, dated as of [·], 2014, between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
Reference is made to the Letter Agreement, dated August 13, 2009 (the “JPMorgan Consulting Agreement”), among ServiceMaster Global Holdings, Inc. (the “Company”), The ServiceMaster Company, LLC (formerly known as The Service Master Company) (“SvM”)...Jpmorgan Consulting Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
Upon the terms and conditions of this letter agreement, the parties hereby acknowledge and consent to the termination of the JPMorgan Consulting Agreement pursuant to paragraph 8 thereof upon the termination of the Amended and Restated Consulting Agreement, dated as of November 23, 2009, by and among the Company, SvM and Clayton, Dubilier & Rice, LLC (the “CD&R Consulting Agreement”), which is being terminated in connection with the Company’s initial public offering of shares of its common stock pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-194772) (the “IPO”). In connection with and as consideration for the termination of the JPMorgan Consulting Agreement, the Company agrees to pay a fee of $500,000 to JPMorgan (the “JPMorgan Termination Fee”) on the closing date of the Company’s IPO. Upon the termination of the CD&R Consulting Agreement, the JPMorgan Consulting Agreement will terminate, provided that, paragraph 1 thereof shall survive solely as to
June 17, 2014 StepStone Group LP 4350 LaJolla Village Drive, Suite 800 San Diego, CA 92122 Attention: Jose FernandezLetter Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
Reference is made to the Letter Agreement, dated August 13, 2009 (the “StepStone Consulting Agreement”), among ServiceMaster Global Holdings, Inc. (the “Company”), The ServiceMaster Company, LLC (formerly known as The Service Master Company) (“SvM”) and Citigroup Alternative Investments LLC (“Citigroup”), as assigned by Citigroup to StepStone Group LP (formerly known as StepStone Group LLC) (“StepStone”) pursuant to the Assignment, Assumption and Novation Agreement, dated as of September 30, 2010, by and among the Company, SvM, Citigroup and StepStone. The StepStone Consulting Agreement sets forth, among other things, the fees to be paid to StepStone by the Company and its subsidiaries for Consulting Services to be performed by StepStone thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the StepStone Consulting Agreement.
Reference is made to the Letter Agreement, dated March, 21, 2014 (the “Ridgemont Consulting Agreement”), among ServiceMaster Global Holdings, Inc. (the “Company”), The ServiceMaster Company, LLC (formerly known as The Service Master Company) (“SvM”)...Letter Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
Upon the terms and conditions of this letter agreement, the parties hereby acknowledge and consent to the termination of the Ridgemont Consulting Agreement pursuant to paragraph 8 thereof in connection with the completion of the Company’s initial public offering of shares of its common stock pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-194772) (the “IPO”), upon which the Amended and Restated Consulting Agreement, dated as of November 23, 2009, by and among the Company, SvM and Clayton, Dubilier & Rice, LLC (the “CD&R Consulting Agreement”) will be terminated. In connection with and as consideration for the termination of the Ridgemont Consulting Agreement, the Company agrees to pay a fee of $500,000 to Ridgemont (the “Ridgemont Termination Fee”) on the closing date of the Company’s IPO. Upon the termination of the CD&R Consulting Agreement or the consummation of the IPO, the Ridgemont Consulting Agreement will terminate, provided that, paragraph 1
June 17, 2014 Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor New York, NY 10152 Tel: (212) 407-5200 Attention: Theresa A. Gore Ladies and Gentlemen:Servicemaster Global Holdings Inc • June 19th, 2014 • Services-management services • New York
Reference is made to the Amended and Restated Consulting Agreement, dated as of November 23, 2009 (the “CD&R Consulting Agreement”), by and among ServiceMaster Global Holdings, Inc. (the “Company”), The ServiceMaster Company, LLC (formerly known as The Service Master Company) (“SvM”) and Clayton, Dubilier & Rice, LLC (“CD&R”). The CD&R Consulting Agreement sets forth, among other things, the fees to be paid to CD&R by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by CD&R thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
