MDIH Sponsor LLC 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 July 21, 2021MDH Acquisition Corp. • July 21st, 2021 • Blank checks • Delaware
Reference is made to the Business Combination Agreement, dated as of July 21, 2021 (as may be amended, modified or supplemented, the “Business Combination Agreement”) by and among (i) MDH Acquisition Corp., a Delaware corporation (“MDH”), (ii) Paylink Holdings Inc., a Delaware corporation (“Blocker”), (iii) Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (“PubCo”), (iv) Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Milestone Merger Sub”), (v) MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“MDH Merger Sub,” and together with PubCo and Milestone Merger Sub, the “PubCo Parties”), (vi) Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), (vii) CF OMS LLC, a Delaware limited liability company (“CF OMS”), and (viii) OP Group Holdings, LLC, a Delaware limited liability company (the “Company”). Any capitalized term used but not defined herein will h
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 21st, 2021 • MDH Acquisition Corp. • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2021 (the “Effective Date”) by and between Olive Ventures Holding, Inc., a Delaware corporation (including any of its successors or assigns, “PubCo”) and ________________ (the “Holder”). Each of PubCo and Holder, a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the BCA.
EXHIBIT B FORM OF TAX RECEIVABLE AGREEMENT (see attached) Exhibit B to Business Combination AgreementTax Receivable Agreement • July 21st, 2021 • MDH Acquisition Corp. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [__], 2021 (the “Effective Date”), is hereby entered into by and among CF OMS LLC, a Delaware limited liability company (“CF OMS”), Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), MDH Acquisition Corp., a Delaware corporation (“MDH”), OP Group Holdings, LLC, a Delaware limited liability company (“OP Group”) and Olive Ventures Holdings, Inc., a Delaware corporation (“Parent Corporation”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2021 • MDH Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, (the “Closing Date)” is made and entered into by and among Olive Ventures Holdings, Inc., a Delaware corporation (including its successors, “PubCo”), Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), CF OMS LLC, a Delaware limited liability company (“CF OMS”), MDIH Sponsor LLC, a Delaware limited liability company (“Sponsor”), the undersigned parties listed on the signature page hereto under “Existing Holders” (the “Existing Holders”), and the undersigned parties listed on the signature page hereto under “New Holders” (the “New Holders” and, together with the Existing Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the BCA (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 21st, 2021 • MDH Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of July 21, 2021 (the “Signing Date”), by and between Olive Ventures Holdings, Inc., a Delaware corporation (“PubCo”), the undersigned subscriber (the “Investor”), and, for the limited purpose of Section 13, MDH Acquisition Corp., a Delaware corporation (“SPAC”), in connection with the Business Combination Agreement, dated as of the Signing Date (as may be amended, supplemented or otherwise modified from time to time, the “BCA”), by and among SPAC, PubCo, OP Group Holdings, LLC, a Delaware limited liability company (the “Company”), Milestone Merger Sub Inc., a Delaware corporation (“Milestone Merger Sub”), MDH Merger Sub Inc., a Delaware corporation (“MDH Merger Sub”), Paylink Holdings Inc., a Delaware corporation (“Blocker”), Normandy Holdco LLC, a Delaware limited liability company, and CF OMS LLC, a Delaware limited liability company. Pursuant to the BCA, among other things, (a) Milestone Merger Sub
Business Combination AGREEMENT by and among MDH Acquisition corp. PAylink holdings inc. Normandy holdco llc OLIVE VENTURES HOLDINGS, INC. MILESTONE Merger sub inc. mdh merger sub inc. CF OMS LLC AND OP GROUP HOLDINGS, LLC Dated as of july 21, 2021Investor Rights Agreement • July 21st, 2021 • MDH Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of July 21, 2021 (the “Effective Date”), by and among (i) MDH Acquisition Corp., a Delaware corporation (“MDH”), (ii) Paylink Holdings Inc., a Delaware corporation (“Blocker”), (iii) Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), (iv) Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (“PubCo”), (v) Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Milestone Merger Sub”), (vi) MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“MDH Merger Sub,” and together with PubCo and Milestone Merger Sub, the “PubCo Parties”), (vii) CF OMS LLC, a Delaware limited liability company (“CF OMS”), and (viii) OP Group Holdings, LLC, a Delaware limited liability company (the “Company”). Each of MDH, Blocker, Blocker Owner, PubCo, Milestone Merger Sub, MDH Merger Sub, CF OMS and the C
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 21st, 2021 • MDH Acquisition Corp. • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time, this “Agreement”), dated as of [●], 2021 (the “Effective Date”), is made by and among: (i) Olive Ventures Holdings, Inc., a Delaware corporation (“PubCo”); (ii) Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”); (iii) CF OMS LLC, a Delaware limited liability company (“CF OMS”); and (iv) MDIH Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Each of PubCo, Blocker Owner, CF OMS and the Sponsor, a “Party” and collectively, the “Parties”.
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 21st, 2021 • MDH Acquisition Corp. • Blank checks • Delaware
THIS TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 21, 2021 (the “Effective Date”), by and among OP Group Holdings, LLC, a Delaware limited liability company (the “Company”), MDH Acquisition Corp., a Delaware corporation (“MDH”), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (defined below) (“PubCo”), and MDIH Sponsor LLC, a Delaware limited liability company (“Sponsor”).
