AGREEMENT AND PLAN OF MERGER by and among MJ23 UK ACQUISITION LIMITED, CASTLE MERGER LIMITED and CISION LTD. Dated as of October 22, 2019Agreement and Plan of Merger • October 23rd, 2019 • Cision Ltd. • Services-prepackaged software • Delaware
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • March 13th, 2018 • Cision Ltd. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (“Agreement”) dated as of October 17, 2017 is between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
CISION LTD. 12,000,000 Ordinary Shares Underwriting AgreementLetter Agreement • September 17th, 2018 • Cision Ltd. • Services-prepackaged software • New York
Certain shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of Cision Ltd., a Cayman Islands exempted company (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the Representatives”), an aggregate of 12,000,000 ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,800,000 Ordinary Shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2017 • Cision Ltd. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 29, 2017, among Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), Canyon Holdings (Cayman) L.P. (together with its Affiliates, “Canyon”) and each Person listed on the Schedule of Other Holders attached hereto and each other Person that acquires Ordinary Shares from the Company after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
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”).
PURSUANT TO THE CISION LTD. 2017 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • November 9th, 2017 • Cision Ltd. • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Participant specified above, pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 6th, 2017 • Cision 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”).
OFFICE LEASE PRUDENTIAL PLAZA BFPRU I, LLC, a Delaware limited liability company, as Landlord, and CISION US, INC., a Delaware corporation, as Tenant.Office Lease • July 6th, 2017 • Cision Ltd. • Services-prepackaged software • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2019 • Cision Ltd. • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 23, 2018, by and between Cision US Inc., a Delaware corporation (“Employer”), and Dr. Rainer Mathes (“Executive”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE CISION LTD. 2017 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 9th, 2017 • Cision Ltd. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Participant specified above, pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2017 • Cision Ltd. • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 29, 2017, by and between Cision US Inc., a Delaware corporation (“Employer”) and Kevin Akeroyd (“Executive”).
VOTING AGREEMENTVoting Agreement • October 23rd, 2019 • Cision Ltd. • Services-prepackaged software • Delaware
This VOTING AGREEMENT, dated as of October 22, 2019 (this “Agreement”), is entered into by and among MJ23 UK Acquisition Limited, an England and Wales private limited company (“Parent”) and the shareholders of Cision Ltd., a Cayman Islands exempted company (the “Company”) listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
Cision Ltd. Dealer Manager and Solicitation Agent AgreementCision Ltd. • April 17th, 2018 • Services-prepackaged software • New York
Cision Ltd., a Cayman Islands exempted company (the “Company” or “we”), plans to make offers (each such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), an “Exchange Offer,” and collectively, the “Exchange Offers”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.26 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • April 11th, 2017 • Capitol Acquisition Holding Co Ltd.
INCREMENTAL FACILITY AMENDMENTCapitol Acquisition Holding Co Ltd. • May 15th, 2017 • 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 • July 6th, 2017 • Cision Ltd. • Services-prepackaged software • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of June 29, 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”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 6th, 2017 • Cision Ltd. • Services-prepackaged software
This Director Nomination Agreement (this “Agreement”) is made on June 29, 2017 (the “Effective Time”), between Cision Ltd., a Cayman Islands exempted limited company (the “Company”), Canyon Holdings (Cayman) LP (the “Shareholder”, or together with its successors and assigns, the “Shareholders”) and GTCR Fund X/A AIV LP, GTCR Fund X/C AIV LP and GTCR Co-Invest X AIV LP (collectively, “GTCR”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • January 15th, 2019 • Cision Ltd. • Services-prepackaged software • New York
INCREMENTAL FACILITY AMENDMENT, dated as of January 11, 2019 (this “Agreement”), by and among Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”), each of the other Loan Parties named on the signature pages hereto (each a “US Loan Party”), and Deutsche Bank AG New York Branch (the “Incremental Term Loan Lender”), and acknowledged by Deutsche Bank AG New York Branch, as Administrative Agent.
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • December 20th, 2017 • Cision Ltd. • Services-prepackaged software • New York
INCREMENTAL FACILITY AMENDMENT, dated as of December 14, 2017 (this “Agreement”), by and among Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”) and Deutsche Bank AG New York Branch (the “Incremental Term Loan Lender”), and acknowledged by Deutsche Bank AG New York Branch, as Administrative Agent.
AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • May 18th, 2018 • Cision Ltd. • Services-prepackaged software • New York
This Amendment (this “Amendment”) is made as of May 18, 2018 by and between Cision Ltd., an exempted company incorporated in the Cayman Islands (the “Company”) and Continental Stock Transfer & Trust Company, a New York Corporation (the “Warrant Agent”), and constitutes an amendment to that certain Amended and Restated Warrant Agreement, dated as of October 17, 2017 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
REPRICING AMENDMENTRepricing Amendment • March 1st, 2019 • Cision Ltd. • Services-prepackaged software • New York
This REPRICING AMENDMENT is dated as of October 22, 2018 (this “Amendment”) and is entered into by and among Canyon Companies S.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand and ten United States Dollars ($20,010) and registered with the Luxembourg Register of Commerce and Companies under number B 187.216 (“Holdings”), Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”), Canyon Group S.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand United States Dollars ($20,000) and reg
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE CISION LTD. 2017 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 8th, 2018 • Cision Ltd. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Participant specified above, pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
PURSUANT TO THE CISION LTD. 2017 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • November 8th, 2018 • Cision Ltd. • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Participant specified above, pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
Date: Tuesday, October 22, 2019 To: All Cision employees From: Kevin Akeroyd, CEO Cision Subject: Cision announcementCision Ltd. • October 23rd, 2019 • Services-prepackaged software
REPRICING AMENDMENTRepricing Amendment • February 8th, 2018 • Cision Ltd. • Services-prepackaged software • New York
This REPRICING AMENDMENT is dated as of February 8, 2018 (this “Amendment”) and is entered into by and among Canyon Companies S.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand and ten United States Dollars ($20,010) and registered with the Luxembourg Register of Commerce and Companies under number B 187.216 (“Holdings”), Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”), Canyon Group S.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand United States Dollars ($20,000) and reg
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • January 3rd, 2019 • Cision Ltd. • Services-prepackaged software • New York
INCREMENTAL FACILITY AMENDMENT, dated as of December 28, 2018 (this “Agreement”), by and among, Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”) and SunTrust Bank (the “Additional Revolving Lender”), and acknowledged by Deutsche Bank AG New York Branch, as the Administrative Agent and Collateral Agent.
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).
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”).
