CREDIT AGREEMENT Dated as of May 10, 2018 among TALOS ENERGY, INC., as Holdings, TALOS PRODUCTION LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, and...Credit Agreement • July 18th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of May 10, 2018, among TALOS ENERGY, INC., a Delaware corporation (“Holdings”), TALOS PRODUCTION LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders and as the swing line lender, and NATIXIS, NEW YORK BRANCH and THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as issuers of Letters of Credit, and each other Issuing Bank from time to time party hereto.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of July [•], 2020, by and between Digital Media Solutions, Inc. (f/k/a Leo Holdings Corp., a Cayman Islands exempted company (the “Predecessor”)), a Delaware corporation (the “Company”), and [•], an individual (“Indemnitee” and, together with the Company, the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2020, is made and entered into by and among Digital Media Solutions, Inc., a Delaware corporation and successor to Leo Holdings Corp., a Cayman Islands exempted company (including any of its successors or assigns, the “Company”), certain parties identified as “Holders” on the signature pages of this Agreement (each a “Holder” and, collectively, the “Holders”).
July 8, 2020 Digital Media Solutions, LLCEmployee Incentive Plan • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) dated as of July 15, 2020 is between Leo Holdings Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC a Delaware limited liability companyLimited Liability Company Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, dated as of July 15, 2020 (this “Agreement”), is entered into by and among Digital Media Solutions Holdings, LLC, a Delaware limited liability company (the “Company”), each of the Members (as defined herein), and, solely with respect to Section 7.2(b) and Section 7.3(d), each of the Prism Members (as defined herein) and, solely with respect to Section 4.4, Section 4.5, Section 4.6, Section 7.2, Section 7.3, Section 11.7 and Section 14.1(b), Digital Media Solutions, Inc., a Delaware corporation (the “Corporation”).
CREDIT AGREEMENT dated as of July 3, 2018 among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC as Holdings DIGITAL MEDIA SOLUTIONS, LLC, as a Borrower, EACH OF ITS AFFILIATES PARTY HERETO, as Borrowers, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as...Credit Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec
THIS CREDIT AGREEMENT dated as of July 3, 2018 (this “Agreement”) is entered into among Digital Media Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company that are or may from time to time become parties hereto (together with the Company, the “Borrowers”); the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”); and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders.
QUIDELORTHO CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONBusiness Combination Agreement • August 10th, 2022 • QuidelOrtho Corp • In vitro & in vivo diagnostic substances
On May 27, 2022, pursuant to a Business Combination Agreement entered into as of December 22, 2021 (the “BCA”), by and among Quidel Corporation (“Quidel”), Ortho Clinical Diagnostics Holdings plc (“Ortho”), QuidelOrtho Corporation (formerly Coronado Topco, Inc.) (“QuidelOrtho” and collectively with its subsidiaries, the “Company”), Orca Holdco, Inc., Laguna Merger Sub, Inc. (“U.S. Merger Sub”), and Orca Holdco 2, Inc., Quidel and Ortho consummated a business combination (the “Combinations”) by way of (i) a scheme of arrangement undertaken by Ortho under Part 26 of the U.K. Companies Act 2006 (the “Ortho Scheme”), pursuant to which each issued and outstanding share of Ortho was acquired by a nominee of QuidelOrtho, such that Ortho became a wholly owned subsidiary of QuidelOrtho, and (ii) a merger of U.S. Merger Sub with and into Quidel, with Quidel surviving the merger as a wholly owned subsidiary of QuidelOrtho. The High Court of Justice of England and Wales (the “Court”) sanctioned th
INCREMENTAL AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec
This INCREMENTAL AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 1, 2019, is entered into among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company party hereto as borrowers (together with the Company, the “Borrowers”); each of the Guarantors party hereto; the financial institutions party hereto (together with their respective successors and assigns, the “Incremental Lenders”); and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
LOCK-UP AGREEMENTLock-Up Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2020 by and among (a) Digital Media Solutions, Inc., a Delaware corporation (including any predecessor or successor entity thereto, the “Company”) and (b) CEP V DMS US Blocker Company, a Delaware corporation (“Blocker Corp”), Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”), Clairvest Equity Partners V Limited Partnership, an Ontario, Canada limited partnership (“Blocker Seller 1”), CEP V Co-Investment Limited Partnership, a Manitoba, Canada limited partnership (“Blocker Seller 2”, and together with Blocker Corp, Prism, Clairvest Direct Seller and Blocker Seller 1, the “Sellers”). Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of April 23, 2020, by and among the Company, Digital Media
TAX RECEIVABLE AGREEMENT by and among DIGITAL MEDIA SOLUTIONS, INC. CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF JULY 15, 2020Tax Receivable Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 15, 2020, is hereby entered into by and among Digital Media Solutions, Inc., a Delaware corporation (the “Parent Corporation”), CEP V DMS US Blocker Company, a Delaware corporation (“Blocker Corp.”), Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”), Clairvest Equity Partners V Limited Partnership, an Ontario, Canada limited partnership (“Blocker Seller 1”), CEP V Co-Investment Limited Partnership, a Manitoba, Canada limited partnership (“Blocker Seller 2” and, together with Blocker Seller 1, “Blocker Sellers”), and Clairvest GP Manageco Inc., an Ontario, Canada corporation (the “Agent”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of January 7, 2020, is entered into among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company party hereto as borrowers (together with the Company, the “Borrowers”); each of the Guarantors party hereto; each of the Lenders under the Credit Agreement (as hereinafter defined), the other financial institutions party hereto; and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement.
INCREMENTAL AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec
This INCREMENTAL AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 1, 2019, is entered into among DIGITAL MEDIA SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DIGITAL MEDIA SOLUTIONS, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company party hereto as borrowers (together with the Company, the “Borrowers”); each of the Guarantors party hereto; each of the Lenders under the Credit Agreement (as hereinafter defined) prior to giving effect to this Amendment, the other financial institutions party hereto (together with their respective successors and assigns, the “Incremental Lenders”); and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in
DIGITAL MEDIA SOLUTIONS, INC. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 20th, 2020 • Digital Media Solutions, Inc. • Services-business services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made and entered into as of July 15, 2020, by and between Digital Media Solutions, Inc., a Delaware corporation (the “Company”), Leo Investors Limited Partnership, a Cayman limited partnership (the “Sponsor”), Lion Capital (Guernsey) Bridgeco Limited, a Guernsey limited company, (“Lion”), Clairvest Group Inc., a Delaware corporation (together with its Affiliates, “Clairvest”), and Prism Data, LLC, a Delaware limited liability company (“Prism”). Each of Lion, Clairvest and Prism, and any of their respective permitted assigns, are referred to herein as a “Stockholder”. Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 2 hereof.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • February 3rd, 2017 • Tessera Holding Corp • Semiconductors & related devices
On December 1, 2016, as described in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 19, 2016, among Tessera Technologies, Inc. (“Tessera”), DTS, Inc. (“DTS”), Tessera Holding Corporation (f/k/a Tempe Holdco Corporation) (the “Company”), and the other parties named therein, the Company completed its acquisition of DTS (the “Transaction”). As previously disclosed, as a result of the Transaction, both DTS and Tessera became wholly owned subsidiaries of the Company, and the Company became the successor issuer to Tessera pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
