SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 15th, 2017 • Capitol Acquisition Holding Co Ltd. • Services-prepackaged software • Delaware
This SPONSOR SUPPORT AGREEMENT (this "Support Agreement") is dated as of March 19, 2017, by and among the Persons set forth on Schedule I hereto (each, a "Sponsor" and, together, the "Sponsors"), Capitol Acquisition Corp. III, a Delaware corporation ("Acquiror"), Canyon Holdings S.à r.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 6D, L-2633 Senningerberg, Grand Duchy of Luxembourg and registered with the RCS under number B 184599 (the "Company"), Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability and wholly-owned subsidiary of Acquiror ("Holdings") and Canyon Holdings (Cayman) L.P., a Cayman Islands exempted limited partnership (the "Cision Owner"). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2017 • Capitol Acquisition Holding Co Ltd. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between Cision Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and [ ] (“Indemnitee”).
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • May 15th, 2017 • Capitol Acquisition Holding Co Ltd. • Services-prepackaged software • New York
INCREMENTAL FACILITY AMENDMENT, dated as of March 16, 2017 (this “Agreement”), by and among, Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”) and Peach Funding Corporation (the “Incremental Term Loan Lender”), and acknowledged by Deutsche Bank AG New York Branch, as the Administrative Agent and Collateral Agent.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 15th, 2017 • Capitol Acquisition Holding Co Ltd. • Services-prepackaged software • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of __________, 2017 by and among Capitol Acquisition Corp. III, a Delaware corporation (“Capitol”), Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability (to be renamed “[Cision, Ltd.]” effective as the Closing (as defined below)) (“Holdings”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).
