DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Delaware
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Massachusetts
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2004 by and between Diversified Collection Services, Inc., a Nevada corporation (the “Company”), and Parthenon Capital, LLC, a Delaware limited liability company (“Parthenon”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Nevada
DIVERSIFIED COLLECTION SERVICE, INC., a California corporation (“Corporation”), hereby employs by this Employment Agreement dated as of April 15, 2002 LISA IM (“Employee”) and Employee hereby agrees to work for Corporation upon the following terms and conditions.
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • California
DIVERSIFIED COLLECTION SERVICES, INC., a California corporation (“Corporation”) hereby employs JON D. SHAVER (“Employee”) and Employee hereby agrees to work for Corporation upon the following terms and conditions.
CREDIT AGREEMENT dated as of March 19, 2012 among DCS BUSINESS SERVICES, INC., as Borrower, THE LENDERS PARTY HERETO, as Lenders, MADISON CAPITAL FUNDING LLC, as Agent and Lead Arranger, ING CAPITAL LLC, as Syndication AgentCredit Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Illinois
This Credit Agreement (“Agreement”) dated as of March 19, 2012 among DCS Business Services, Inc., a Nevada corporation (“Borrower”), the financial institutions party hereto from time to time (“Lenders”), Madison Capital Funding LLC (in its individual capacity, “Madison”), as Agent for all Lenders and as Lead Arranger and ING Capital LLC, as Syndication Agent.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [—], 2012 by and among Performant Financial Corporation, a Delaware corporation f/k/a DCS Holdings, Inc. (the “Company”), the Persons listed from time to time on the Investor Registrable Securities Schedule attached hereto (each, an “Investor,” and collectively, the “Investors”), each of the Persons listed from time to time on the Other Registrable Securities Schedule attached hereto and each of the other holders of Registrable Securities who may from time to time become a party hereto by executing a counterpart signature page to this Agreement. Capitalized terms used but not otherwise defined herein are defined in Section 10.
Personal and Confidential April 13, 2012Personal and Confidential • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services
Re: Termination of the Advisory Services Agreement dated January 8, 2004, by and among Diversified Collection Services, Inc. (the “Company”), an indirect subsidiary of Performant Financial Corporation (the “Parent”), and PCP Managers, LLC (as successor to Parthenon Capital, LLC) (“Parthenon”), as amended by that certain Amendment to the Advisory Agreement dated as of March 19, 2012 (altogether, the “Agreement”). Unless noted otherwise, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Agreement.
