CREDIT AGREEMENT Dated as of July 16, 2019 among AIDH FINANCE SUB, LLC, and following the consummation of the Merger, DEFINITIVE HEALTHCARE HOLDINGS, LLC as the Borrower, AIDH BUYER, LLC, as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders...Credit Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
CREDIT AGREEMENT, dated as of July 16, 2019 (this “Agreement”), by and among AIDH Buyer, LLC, a Delaware limited liability company (“Holdings”), AIDH Finance Sub, LLC, a Delaware limited liability company (the “Finance Sub” and, prior to the consummation of the Merger (as defined below), the Borrower), Definitive Healthcare Holdings, LLC, a Delaware limited liability company (the “Target” and, following the consummation of the Merger, the Borrower), the Lenders from time to time party hereto, the Issuing Banks from time to time party hereto and Owl Rock Capital Corporation (“Owl Rock”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AIDH TOPCO, LLC Dated as of , 2021Limited Liability Company Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF AIDH TOPCO, LLC, a Delaware limited liability company (the “Company”), dated as of , 2021, by and among the Company, Definitive Healthcare Corp., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
REGISTRATION RIGHTS AGREEMENT by and among Definitive Healthcare Corp. and the other parties heretoRegistration Rights Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of , 2021, by and among (i) Definitive Healthcare Corp., a Delaware corporation (the “Company”), and (iii) each of the Persons listed on the signature pages hereto.
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2021, between Definitive Healthcare Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
Definitive Healthcare Corp. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Definitive Healthcare Corp., a Delaware corporation (the “Company”), and (the “Participant”), effective as of , 2021 (the “Date of Grant”).
TAX RECEIVABLE AGREEMENT by and among DEFINITIVE HEALTHCARE CORP. AIDH TOPCO, LLC the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of [Month] [ ], 2021Tax Receivable Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [Month] [ ], 2021, is hereby entered into by and among Definitive Healthcare Corp., a Delaware corporation (including any successor corporation, “PubCo”), AIDH TopCo, LLC, a Delaware limited liability company (the “LLC”), and each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo and the LLC, a “TRA Holder” and together the “TRA Holders”).
NOMINATING AGREEMENTNominating Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This Nominating Agreement (this “Agreement”), dated as of , 2021, by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”), and (“Advent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts
This Agreement (the “Agreement”), dated as of February 1, 2021 (“Effective Date”), is made and entered into by and between Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”), and David Samuels (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts
This Agreement (the “Agreement”), dated as of February 18, 2015, is made and entered into by and between Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”), and Jason Krantz (the “Executive”).
NOMINATING AGREEMENTNominating Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This Nominating Agreement (this “Agreement”), dated as of , 2021, by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”), and Jason Krantz.
EMPLOYMENT AGREEMENTAgreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts
This Agreement (the “Agreement”), dated as of January 29th, 2021 (“Effective Date”), is made and entered into by and between Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”), and Richard Booth (the “Executive”).
NOMINATING AGREEMENTNominating Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This Nominating Agreement (this “Agreement”), dated as of , 2021, by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”), and SE VII DHC AIV, L.P. (“Spectrum”).
REORGANIZATION AGREEMENTReorganization Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of , 2021, is entered into by and among (a) AIDH TopCo, LLC, a Delaware limited liability company (the “Company”); (b) Definitive Healthcare Corp., a Delaware corporation (“Pubco”) and (c) AIDH Holdings, Inc., a Delaware corporation (“Advent Blocker”); SE VII DHC AIV, L.P., a Delaware limited partnership (“Spectrum Partnership”); Spectrum VII Investment Managers’ Fund, L.P., a Delaware limited partnership (“Spectrum IMF”); Spectrum VII Co-Investment Fund, L.P., a Delaware limited partnership (“Spectrum Co-Invest”); SE VII DHC AIV Feeder Corporation (“Spectrum Blocker”); Jason Krantz; 22C AIDH TopCo Aggregator, L.L.C., a Delaware limited liability company (“22C Aggregator”); 22C AIDH TopCo CP, L.P., a Delaware limited liability company (“22C Partnership”); 22C AIDH TopCo Blocker, L.L.C., a Delaware limited liability company (“22C Blocker”), 22C Capital I-A, L.P. (“22C Capital I-A”), 22C Capital GP I, L.L.C. (“22C GP”) 22C Capita
AIDH TOPCO, LLC TOPCO CLASS B UNIT GRANT AGREEMENTUnit Grant Agreement • August 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
THIS CLASS B UNIT GRANT AGREEMENT (the “Agreement”) is made as of September 18, 2019 (the “Grant Date”) among AIDH Topco, LLC, a Delaware limited liability company (the “Company”), AIDH Management Holdings, LLC a Delaware limited liability company (the “Participant”), and (the “Service Provider”).
