REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2020 • Churchill Capital Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 13, 2020, is made and entered into by and among Churchill Capital Corp III, a Delaware corporation (the “Company”), Churchill Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CHURCHILL CAPITAL CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 13, 2020Warrant Agreement • February 19th, 2020 • Churchill Capital Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 13, 2020 is by and between Churchill Capital Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Churchill Capital Corp III 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 19th, 2020 • Churchill Capital Corp III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Corp III, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 110,000,000 of the Company’s units (including up to 10,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S.
100,000,000 Units1 UNDERWRITING AGREEMENTChurchill Capital Corp III • February 19th, 2020 • Blank checks • New York
Churchill Capital Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 100,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 10,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms use
INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 13, 2020 by and between Churchill Capital Corp III, a Delaware corporation (the “Company”), and Karen G. Mills (“Indemnitee”).
CHURCHILL CAPITAL CORP III as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 8, 2020 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027Indenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
INDENTURE, dated as of October 8, 2020, between Churchill Capital Corp III, a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee” as further defined below).
INDENTURE Dated as of June 7, 2016 Between POLARIS MERGER SUB CORP. to be merged with and into MPH AcQUISITION CORP 1 and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
INCREMENTAL REVOLVING CREDIT COMMITMENT INCREASE AGREEMENT NO. 1Credit Agreement • October 30th, 2020 • MultiPlan Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of June 7, 2016, among Polaris Intermediate Corp., a Delaware corporation (“Polaris Intermediate”), whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by the Surviving Company (as defined below), Polaris Merger Sub Corp., a Delaware corporation (“Merger Sub”), which on the Closing Date shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”) (with the Target surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving Company”), whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”), the Co-Obligors from time to time party hereto, the Lenders from time to time party hereto, Barclays Bank PLC, as the Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, gold
Butler Acquisition Corp 640 Fifth Avenue, 12th Floor New York, NY 10019Churchill Capital Corp III • January 29th, 2020 • Blank checks • New York
We are pleased to accept the offer Butler Sponsor LLC (the “Subscriber” or “you”) has made to purchase 17,250,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 2,250,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Butler Acquisition Corp, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber's agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 19th, 2020 • Churchill Capital Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 13, 2020 (this “Agreement”), is entered into by and between Churchill Capital Corp III, a Delaware corporation (the “Company”), and Churchill Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • Delaware
This Indemnification Agreement is dated as of _________, 202_ (this “Agreement”) and is between MultiPlan Corporation, a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among CHURCHILL CAPITAL CORP III, MUSIC MERGER SUB I, INC., MUSIC MERGER SUB II LLC, POLARIS PARENT CORP. and POLARIS INVESTMENT HOLDINGS, L.P. dated as of July 12, 2020Agreement and Plan of Merger • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 12, 2020, by and among Churchill Capital Corp III, a Delaware corporation (“Acquiror”), Music Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), Music Merger Sub II LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub”), Polaris Parent Corp., a Delaware corporation (the “Company”), and Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”). Acquiror, First Merger Sub, Second Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
INCREMENTAL AGREEMENT NO. 1Incremental Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
INCREMENTAL AGREEMENT NO. 1, dated as of June 12, 2017 (this “Incremental Agreement”), in respect of that certain Credit Agreement, dated as of June 7, 2016 (as in effect prior to giving effect to this Incremental Agreement, the “Credit Agreement”), among Polaris Intermediate Corp. (whose rights and obligations therein as initial Holdings, after giving effect to the Internal Restructuring, were assumed by the Surviving Company (as defined below)), Polaris Merger Sub Corp. (which on the Closing Date was merged with and into MPH Acquisition Corp 1, with MPH Acquisition Corp 1 surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving Company”, whose rights and obligations therein as the initial Borrower, after giving effect to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC), the Lenders from time to time party thereto, the Co-Obligors from time to time party thereto, Barclays Bank PLC, as the Administrat
Churchill Capital Corp III 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • January 29th, 2020 • Churchill Capital Corp III • Blank checks • New York
AMENDMENT AGREEMENT NO. 1Credit Agreement • August 3rd, 2023 • MultiPlan Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of August 24, 2021, as amended by Amendment Agreement No. 1, dated as of June 15, 2023 and operative as of July 1, 2023, among MPH ACQUISITION CORP 1, a Delaware corporation (“Holdings”; as hereinafter further defined), MPH ACQUISITION HOLDINGS LLC, a Delaware limited liability company (the “Borrower”; as hereinafter further defined), the Co-Obligors from time to time party hereto, the Lenders and Letter of Credit Issuers (each as hereinafter further defined) from time to time party hereto, and GOLDMAN SACHS LENDING PARTNERS LLC, as the Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 19th, 2020 • Churchill Capital Corp III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 13, 2020 by and between Churchill Capital Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Subscription AgreementSubscription Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of July, 2020, by and among Churchill Capital Corp III, a Delaware corporation (the “Issuer”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Music”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
This Amended and Restated Employment Agreement (the “Agreement”) is made as of May 5, 2016 by and among MultiPlan, Inc., a New York corporation (together with any successor thereto, the “Company”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), and Mark H. Tabak (the “Executive”).
CHURCHILL CAPITAL CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 8, 2020Warrant Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 8, 2020, is by and between Churchill Capital Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
CREDIT AGREEMENT Dated as of June 7, 2016 among POLARIS INTERMEDIATE CORP., as initial Holdings and, after giving effect to the Internal Restructuring, MPH ACQUISITION CORP 1, as Holdings, POLARIS MERGER SUB CORP., as the initial Borrower, which on...Junior Priority Intercreditor Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of June 7, 2016, among POLARIS INTERMEDIATE CORP., a Delaware corporation (“Polaris Intermediate”), whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by the Surviving Company (as defined below), POLARIS MERGER SUB CORP., a Delaware corporation (“Merger Sub”), which on the Closing Date shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”) (with the Target surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving Company”), whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”), the Co-Obligors from time to time party hereto, the Lenders from time to time party hereto, BARCLAYS BANK PLC, as the Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, GOLD
STOCK AWARD AGREEMENT UNDER THE MULTIPLAN CORPORATION 2020 OMNIBUS INCENTIVE PLANStock Award Agreement • January 31st, 2022 • MultiPlan Corp • Services-business services, nec • Delaware
MultiPlan Corporation, a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to [•] (the “Participant”) [•] shares of Common Stock (the “Awarded Shares”), effective as of [•], 2022 (the “Date of Grant”). The Awarded Shares are subject to all of the terms and conditions as set forth in this agreement (the “Stock Award Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. The Awarded Shares are hereby designated as Other-Equity Based Awards, granted pursuant to Section 9 of the Plan.
UNIT PURCHASE AGREEMENT by and among BABYLON ACQUISITION CORP., BENEFITS SCIENCE LLC, MULTIPLAN CORPORATION, MULTIPLAN, INC. THE SELLERS LISTED ON THE SIGNATURE PAGES HERETO and THE SELLER REPRESENTATIVE IDENTIFIED HEREIN Dated as of May 8, 2023Unit Purchase Agreement • May 9th, 2023 • MultiPlan Corp • Services-business services, nec • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of May 8, 2023, by and among (a) Babylon Acquisition Corp., a Delaware corporation (“Buyer”), (b) the Sellers listed on the signature pages hereto (each individually a “Seller”, and collectively, the “Sellers”), (c) Benefits Science LLC, a Texas limited liability company (the “Company”), (d) solely for purposes of Section 2.2(a)(ii), MultiPlan Corporation, a Delaware corporation and indirect parent of Parent (“MultiPlan”), (e) solely for purposes of Section 2.2(f)(ii)(x), MultiPlan, Inc., a New York corporation (“Parent”), and (f) WT Representative LLC, a Delaware limited liability company, solely in its capacity as the Seller Representative (as defined in Section 9 hereto).
Churchill Capital Corp III New York, NY 10019Letter Agreement • February 19th, 2020 • Churchill Capital Corp III • Blank checks • New York
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of July 12, 2020 (the “Effective Date”), is made by and among (i) Churchill Capital Corp III, a Delaware corporation (“PubCo”); (ii) Polaris Investment Holdings, L.P., a Delaware limited partnership (“PIH”); (iii) each of the Persons identified on the signature pages hereto under the heading “Sellers” (collectively, the “Sellers”); (iv) Hellman & Friedman Capital Partners VIII, L.P., a Delaware limited partnership, in its capacity as the initial Seller Representative; (v) Churchill Sponsor III LLC, a Delaware limited liability company; (vi) the Person identified on the signature page hereto under the heading “Founder Holder” (the “Founder Holder”); (vii) Public Investment Fund of Saudi Arabia, the sovereign wealth fund of Saudi Arabia (“PIF”); and (viii) solely for purposes of Section 2.4, MultiPlan, Inc., a New York c
AMENDMENT AGREEMENT NO. 2Amendment Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
AMENDMENT AGREEMENT NO. 2, dated as of July 2, 2020 (this “Amendment Agreement”), in respect of that certain Credit Agreement, dated as of June 7, 2016 (as in effect prior to giving effect to this Amendment Agreement, the “Credit Agreement”), among Polaris Intermediate Corp. (whose rights and obligations therein as initial Holdings, after giving effect to the Internal Restructuring, were assumed by the Surviving Company (as defined below)), Polaris Merger Sub Corp. (which on the Closing Date was merged with and into MPH Acquisition Corp 1, with MPH Acquisition Corp 1 surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving Company”, whose rights and obligations therein as the initial Borrower, after giving effect to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC), the Lenders from time to time party thereto, the Co-Obligors from time to time party thereto, Barclays Bank PLC, as the Administrative Age
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 7, 2016, among MPH Acquisition Corp 1, a Delaware corporation (“Acquisition Corp”), MPH Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), the Initial Guarantors (as defined in the Indenture referred to below) party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
INDENTURE Dated as of August 24, 2021 Between MPH ACQUISITION HOLDINGS LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent 5.50% SENIOR SECURED NOTES DUE 2028Indenture • August 25th, 2021 • MultiPlan Corp • Services-business services, nec • New York
INDENTURE, dated as of August 24, 2021, between MPH Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto and Wilmington Trust, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Notes Collateral Agent”).
Employment AgreementEmployment Agreement • January 31st, 2022 • MultiPlan Corp • Services-business services, nec • New York
This Employment Agreement (the “Agreement”) is made effective as of January 31, 2022 (the “Effective Time”), by and between MultiPlan Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Dale White (the “Executive”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of November 18, 2016, among MPH Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), the Guarantors (as defined in the Indenture referred to below) party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
INDENTURE Dated as of October 29, 2020 Between MPH AcQUISITION HOLDINGS LLC THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 5.750% SENIOR NOTES DUE 2028Indenture • October 30th, 2020 • MultiPlan Corp • Services-business services, nec • New York
INDENTURE, dated as of October 29, 2020, between MPH Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto and Wilmington Trust, National Association, a national banking association, as Trustee.
The Klein Group, LLC New York, NY 10019Letter Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
This letter agreement (this “Agreement”) confirms certain arrangements between Churchill Capital Corp III (the “Client”) and The Klein Group, LLC (“Advisor”) with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with a Transaction (as defined below), including providing assistance in connection with the financing of the Transaction. For purposes of this Agreement, “Transaction” means, whether effected directly or indirectly or in one transaction or a series of transactions, the acquisition by the Client or any of its affiliates of all or a significant portion of the business, assets or securities of, or any other effort by the Client to obtain control of, or a significant investment in, Polaris Parent Corp. (together with its subsidiaries, “Target”), whether by way of a merger or consolidation, reorganization, recapitalization or restructuring, tender or exchange offer, option, negotiated
CREDIT AGREEMENT dated as of August 24, 2021, among MPH ACQUISITION CORP 1,Security Agreement • August 25th, 2021 • MultiPlan Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of August 24, 2021, among MPH ACQUISITION CORP 1, a Delaware corporation (“Holdings”; as hereinafter further defined), MPH ACQUISITION HOLDINGS LLC, a Delaware limited liability company (the “Borrower”; as hereinafter further defined), the Co-Obligors from time to time party hereto, the Lenders and Letter of Credit Issuers (each as hereinafter further defined) from time to time party hereto, and GOLDMAN SACHS LENDING PARTNERS LLC, as the Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer.
CONVERTIBLE Note Subscription AgreementConvertible Note Subscription Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into this 12 day of July, 2020, by and among Churchill Capital Corp III, a Delaware corporation (the “Issuer”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Music”), Polaris Intermediate Corp., a Delaware corporation and wholly-owned subsidiary of Music (the “Guarantor”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 4th, 2024 • MultiPlan Corp • Services-business services, nec
WHEREAS, PubCo, the Seller Representative, the Sponsor and certain other entities and persons are parties to an Investor Rights Agreement, dated as of July 12, 2020 (as amended, supplemented or otherwise modified from time to time, the “Investor Rights Agreement”);
The Klein Group, LLCMultiPlan Corp • October 9th, 2020 • Services-business services, nec
Reference is made to that certain letter agreement (the “Engagement Letter”), dated July 12, 2020, by and between Churchill Capital Corp III (the “Client”) and The Klein Group, LLC (“Advisor”) with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client as more fully set forth in the Engagement Letter. Capitalized terms not defined herein shall have the meaning set forth in the Engagement Letter.
