ContractForward Purchase Agreement • December 10th, 2021 • CC Neuberger Principal Holdings II • Blank checks
Reference is hereby made to (a) that certain Forward Purchase Agreement, dated as of August 4, 2021 (the “Forward Purchase Agreement”), by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted limited company (“CCNB”) and Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted limited partnership (“Purchaser”), pursuant to which Purchaser has agreed, subject to the terms and conditions set forth therein, to purchase from CCNB the Forward Purchase Shares for the FPS Purchase Price and (b) that certain Backstop Agreement, dated as of November 16, 2020 (the “Backstop Agreement”), by and between CCNB and Purchaser, pursuant to which Purchaser has agreed, subject to the terms and conditions set forth therein, to purchase from CCNB the Backstop Purchase Shares for the BPS Purchase Price. Unless otherwise provided herein, capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the Fo
SPONSOR SIDE LETTERSponsor Side Letter • December 10th, 2021 • CC Neuberger Principal Holdings II • Blank checks
This letter agreement (this “Side Letter”) is dated as of December 9, 2021, by and among CC Neuberger Principal Holdings II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Joel Alsfine (“Alsfine”), James Quella (“Quella”), Jonathan Gear (“Gear” and, together with Alsfine and Quella, each an “Independent Director” and collectively, the “Independent Directors”, and together with the Sponsor, the “Sponsor Parties”), CC NB Sponsor 2 Holdings LLC, a Delaware limited liability company (“CC Holdings”), Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted company (“NBOKS” and, together with CC Holdings, the “Founder Holders”), CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), Vector Holding, LLC, a Delaware limited liability company, as successor to CCNB (“New CCNB”), and Griffey Global Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Side Letter shall h
STOCKHOLDERS AGREEMENTStockholders Agreement • December 10th, 2021 • CC Neuberger Principal Holdings II • Blank checks • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of December 9, 2021, by and among Vector Holding, LLC, a Delaware limited liability company, who will be known as Getty Images Holdings, Inc. as of the Closing and the effectiveness of this Agreement (“New CCNB”, and as of the Closing, the “Company”), and each of the Persons listed on Schedule A hereto and any additional Person that becomes a party to this Agreement in accordance with Section 8.16 hereof (each of the Persons party to this Agreement, a “Party” and collectively, the “Parties”).
