INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, between iCIMS Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
•] Shares iCIMS Holding Corp. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • New York
iCIMS HOLDING CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2021 among iCIMS Holding Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
ASSUMPTION AGREEMENT AND AMENDMENT NO. 1Credit Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • New York
This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12, 2018, is made among Cersei Merger Sub, Inc., a New Jersey corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Goldman Sachs Middle Market Le
Diane FanelliEmployment and Restrictive Covenants Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software
This letter sets forth the terms of your employment by iCIMS, Inc., a New Jersey corporation (as such company’s name may change from time to time and including such company’s successors and assigns, the “Company”) We are very excited about this opportunity and value the role that you can serve on our team going forward.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and among iCIMS Holding Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., VEPF V FAF, L.P., Vista Equity Partners Fund V Executive, L.P. and Vista Equity Associates V, LLC (collectively, “Vista”). This Agreement shall be effective from the date hereof (the “Effective Date”).
ASSUMPTION AGREEMENT AND AMENDMENT NO. 2Credit Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • New York
This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “Firstand as further amended by that certain Assumption Agreement and Amendment No. 2, dated as of November 16, 2020 (the “Second Amendment”), this “Agreement”), dated as of September 12, 2018, is made among Cersei Merger Sub, Inc., a New Jersey corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to
MANAGEMENT AGREEMENTManagement Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 12, 2018, by and among Vista Equity Partners Management, LLC (“VEP”), Cersei Topco, LLC, a Delaware limited liability company (“Topco”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate”), and iCIMS, Inc., a New Jersey corporation (“iCIMS” and together with Topco, Parent, Intermediate and each of their and iCIMS’ respective subsidiaries, as any such company’s name or corporate form may change from time to time and such company’s successors and assigns, the “Company”).
LEASE AGREEMENT LANDLORD: Somerset Holmdel Development I Urban Renewal, L.P. 101 Crawfords Corner Road Holmdel, NJ 07733 TENANT: iCIMS, Inc. 90 Matawan Road Matawan, NJ 07747 PREMISES: Building 3 Suite 3-200 Bell Works 101 Crawfords Corner Road...Lease Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • New Jersey
THIS AGREEMENT OF LEASE (“Lease”) made this 8th day of July, 2016, by Somerset Holmdel Development I Urban Renewal, L.P., a New Jersey Limited Partnership with an address of 101 Crawfords Corner Road, Holmdel, NJ 07733 (“Landlord”) and iCIMS, Inc., a New Jersey corporation with an address of 90 Matawan Road, Matawan, NJ 07747 (“Tenant” and collectively with Landlord, the “Parties”).
iCIMS HOLDING CORP. AMENDED AND RESTATED STOCK OPTION AGREEMENTAnd Restated Stock Option Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [•], by and between iCIMS Holding Corp., a Delaware corporation and successor to iCIMS Holding LLC (f/k/a Cersei Topco, LLC), a Delaware limited liability company (the “Company”), and [•] (“Optionholder”).
SECOND AMENDMENT OF LEASEAforementioned Lease Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software
THIS SECOND AMENDMENT OF LEASE (“Second Amendment”) made this day of September, 2017, by Somerset Holmdel Development I Urban Renewal, L.P., a New Jersey Limited Partnership with an address of 101 Crawfords Corner Road, Holmdel, NJ 07733 (“Landlord”) and iCIMS, Inc., a New Jersey corporation with an address of 90 Matawan Road, Matawan, NJ 07747 (“Tenant”).
THIRD AMENDMENT OF LEASELease • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software
THIS THIRD AMENDMENT OF LEASE (“Third Amendment”) made this 10th day of May, 2019, by Bell Works Master Tenant, LLC (“Landlord”), successor in interest to Somerset Holmdel Development I Urban Renewal, L.P. (“Somerset”), and iCIMS, Inc., (“Tenant”).
ISG Information Services Group, Inc., Inc. Citation Agreement and Consent As of April 28, 2021iCIMS Holding LLC • August 19th, 2021 • Services-prepackaged software
Subject to the terms and conditions set forth herein, ISG Information Services Group Americas, Inc. (“ISG”) hereby consents to the quotation by Morgan Stanley (“Requestor”), in the Registration Statement on Form S-l to be filed by Requestor with the U.S. Securities and Exchange Commission (the “Filing”), of the ISG market information that has been delivered to Requestor (the “ISG Information”).
iCIMS Holding LLCiCIMS Holding LLC • August 19th, 2021 • Services-prepackaged software
This letter agreement (this “Agreement”) memorializes our discussions relating to the forfeiture of your unvested Restricted Units. In particular, in consideration of your continued employment with the Company and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby agree that, effective as of the date hereof, 22,562.50 Restricted Units are hereby forfeited (13,062.50 time-vesting Restricted Units and 9,500.00 performance-vesting Restricted Units) (the “Forfeited Units”). The Company hereby repurchases the Forfeited Units from you pursuant to Section 3 of the Purchase Agreement for the Original Cost thereof of $25,312,868.75, and, in accordance with Section 5 of the Promissory Note, offsets a corresponding amount of the outstanding loan balance under the Promissory Note. The Company also hereby forgives all accrued and unpaid interest under the Promissory Note in an aggregate amount equal to $904,518.04. In addition, the Company
Forrester Research Inc. Citation Agreement and ConsentAgreement and Consent • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software
Subject to the terms and conditions set forth herein, Forrester Research, Inc. (“Forrester”) hereby consents to the quotation by Morgan Stanley (“Requester”), in the Registration Statement on Form S-l to be filed by Requester with the U.S. Securities and Exchange Commission (the “Filing”), of the following Forrester information that has been published in print (the “Forrester Information”):
CERSEI TOPCO, LLC UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of March 2, 2020, is made by and between Cersei Topco, LLC, a Delaware limited liability company (the “Company”), and Nathaniel Steven Lucas (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 12, 2018 (as amended, modified, or supplemented from time to time in accordance with its terms, the “LLC Agreement”).
MASTER SERVICES AGREEMENTMaster Services Agreement • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software • California
This Master Services Agreement (this “Agreement”) is made and effective as of September 12, 2018 (the “Effective Date”) by and among Vista Consulting Group, LLC, a Delaware limited liability company (“VCG”), Cersei Topco, LLC, a Delaware limited liability company (“Topco”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate”) and iCIMS, Inc., a New Jersey corporation (“iCIMS” and together with Topco, Parent and Intermediate, as any such company’s name or corporate form may change from time to time and such company’s successors and assigns, “Service Recipient”). Each of VCG and Service Recipient may be referred to herein as a “Party” or the “Parties”.
FIRST AMENDMENT OF LEASELease • August 19th, 2021 • iCIMS Holding LLC • Services-prepackaged software
THIS FIRST AMENDMENT OF LEASE (“Amendment”) is made and entered into this 27th day of October, 2016 by and between Somerset Holmdel Development I Urban Renewal, L.P. (“Landlord”) and iCIMS, Inc. (“Tenant”).
