Definitive Healthcare Corp. Sample Contracts

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
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.

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DEFINITIVE HEALTHCARE CORP. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________, 20___
Preferred Stock Warrant Agreement • October 7th, 2022 • Definitive Healthcare Corp. • Services-prepackaged software • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of ________, 20___, between Definitive Healthcare Corp., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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DEFINITIVE HEALTHCARE CORP. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________, 20___
Warrant Agreement • October 7th, 2022 • Definitive Healthcare Corp. • Services-prepackaged software • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of ________, 20___, between Definitive Healthcare Corp., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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DEFINITIVE HEALTHCARE CORP. AND _____________, AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OF __________, 20___
Warrant Agreement • October 7th, 2022 • Definitive Healthcare Corp. • Services-prepackaged software • New York

THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of ________, 20___, between Definitive Healthcare Corp., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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CREDIT AGREEMENT dated as of September 17, 2021 among DEFINITIVE HEALTHCARE HOLDINGS, LLC, as the Borrower, AIDH BUYER, LLC, as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and Issuing Banks, and BANK OF AMERICA, N.A., as...
Credit Agreement • September 20th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • New York

CREDIT AGREEMENT, dated as of September 17, 2021 (this “Agreement”), by and among Definitive Healthcare Holdings, LLC, a Delaware limited liability company (the “Borrower”), AIDH Buyer, LLC, a Delaware limited liability company (“Holdings”), the Lenders from time to time party hereto, the Issuing Banks from time to time party hereto and Bank of America, N.A. (including its branches and correspondents) (“Bank of America”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its permitted successors and assigns, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AIDH TOPCO, LLC Dated as of , 2021
Limited 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.

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REGISTRATION RIGHTS AGREEMENT by and among Definitive Healthcare Corp. and the other parties hereto
Registration 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.

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Execution Version AMENDMENT NO. 1
Credit Agreement • November 3rd, 2022 • Definitive Healthcare Corp. • Services-prepackaged software • New York

CREDIT AGREEMENT, dated as of September 17, 2021 (this “Agreement”), by and among Definitive Healthcare Holdings, LLC, a Delaware limited liability company (the “Borrower”), AIDH Buyer, LLC, a Delaware limited liability company (“Holdings”), the Lenders from time to time party hereto, the Issuing Banks from time to time party hereto and Bank of America, N.A. (including its branches and correspondents) (“Bank of America”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its permitted successors and assigns, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AIDH TOPCO, LLC Dated as of September 14, 2021
Limited Liability Company Agreement • November 8th, 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 September 14, 2021, by and among the Company, Definitive Healthcare Corp., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.

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Definitive Healthcare Corp. Restricted Stock Unit Award Agreement (Performance- Based)
Restricted Stock Unit Award Agreement • September 6th, 2023 • 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 _______, 20__ (the “Date of Grant”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2022 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts

This Agreement (the “Agreement”), dated as of September 22, 2022, is made and entered into by and between Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”), and Jonathan Maack (the “Executive”).

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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
Tax Receivable Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
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NOMINATING AGREEMENT
Nominating Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware

This Nominating Agreement (this “Agreement”), dated as of September 17, 2021, by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”), and Advent International GPE IX Limited Partnership (“Advent”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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NOMINATING AGREEMENT
Nominating Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware

This Nominating Agreement (this “Agreement”), dated as of September 17, 2021, by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”), and Jason Krantz.

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Definitive Healthcare Corp. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement (Performance-Based)
Restricted Stock Unit Award Agreement • May 8th, 2025 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
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NOMINATING AGREEMENT
Nominating 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”).

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AMENDMENT NO. 2
Amendment No. 2 • January 16th, 2025 • Definitive Healthcare Corp. • Services-prepackaged software • New York

Exhibit O-1 – Form of Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For US Federal Income Tax Purposes)

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REORGANIZATION AGREEMENT
Reorganization 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

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Definitive Healthcare Corp. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 7th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • New York

Definitive Healthcare Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of the Company, propose to sell to the several Underwriters an aggregate of [•] shares of Class A Common Stock of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [•] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

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DEFINTIIVE HEALTHCARE CORP.
Expense Reimbursement Letter • September 7th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software
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STOCK AND UNIT PURCHASE AGREEMENT
Stock and Unit Purchase Agreement • September 7th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware

THIS STOCK AND UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 7, 2021 by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”) and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 24th, 2024 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts

This Agreement (the “Agreement”), dated as of May 20, 2024, is made and entered into by and between, on the one hand, Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”) and its parent company, Definitive Healthcare Corp., a Delaware corporation (“Parent”, and together with the Company, the “Company Group”), and, on the other hand, Kevin Coop (the “Executive”).

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NOMINATING AGREEMENT
Nominating Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware

This Nominating Agreement (this “Agreement”), dated as of September 17, 2021, by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”), and SE VII DHC AIV, L.P. (“Spectrum”).

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Definitive Healthcare Corp. Restricted Stock Unit Award Agreement (Performance- Based)
Restricted Stock Unit Award Agreement • May 24th, 2024 • 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 [_____], 20[__] (the “Date of Grant”).

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INDEPENDENT CONTRACTOR SERVICES AGREEMENT
Independent Contractor Services Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts

THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (the “Agreement”) is made as of October 1, 2021 (the “Effective Date”), by and between Definitive Healthcare LLC (“Company”), and Kevin P. Shone, AN INDIVIDUAL (“Contractor”).

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February 16, 2023
Executive Chairman Agreement and Employment Agreement • February 23rd, 2023 • Definitive Healthcare Corp. • Services-prepackaged software

This letter amendment (the “Amendment”) sets forth the terms of your modified compensation, as previously agreed to by you and the Company Group, and amends the Executive Chairman Agreement and Employment Agreement, as follows. Capitalized terms included but not defined herein shall have the meanings ascribed to such terms in the Executive Chairman Agreement.

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AIDH TOPCO, LLC TOPCO CLASS B UNIT GRANT AGREEMENT
Class B Unit 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”).

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BY EMAIL Kevin P. Shone Lynnfield, MA 01940 kshone@definitivehc.com Dear Kevin:
Separation Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts

This letter agreement (the “Agreement”) confirms our agreement relating to your separation from employment with Definitive Healthcare, LLC (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 2nd, 2023 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts

This Agreement (the “Agreement”), dated as of October 2, 2023, is made and entered into by and between Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”), and Carrie Lazorchak (the “Executive”).

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VOTING AGREEMENT
Voting Agreement • November 7th, 2024 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware

This Voting Agreement, dated as of November 7, 2024 (this “Agreement”), is entered into by and among Definitive Healthcare Corp., a Delaware corporation (the “Company”), Advent International, L.P., a Delaware limited partnership (“Advent”), and each of the other undersigned parties hereto (together with Advent, the “Advent Stockholders”). Each of the Company and the Advent Stockholders is referred to herein individually as a “Party” and collectively as the “Parties.”

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November 1, 2022 David Samuels [XXXXXXX] [XXXXXXXX] Re: Separation Agreement Dear David:
Separation Agreement • February 27th, 2023 • Definitive Healthcare Corp. • Services-prepackaged software • Massachusetts

This letter agreement (“Agreement”) sets forth the terms regarding the cessation of your employment with Definitive Healthcare, LLC (the “Company”). The effective date of cessation (i.e., your last day of employment) is the earlier of the Early Cessation Date (as defined below) or December 31, 2022 (with such effective date of cessation referred to as the “Separation Date”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2025 • Definitive Healthcare Corp. • Services-prepackaged software • Connecticut

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Definitive Healthcare, LLC (the “Company”), and William Moschella (“Employee” or “You”) (collectively referred to as the “Parties” or individually referred to as a “Party”). The “Effective Date” of this Agreement will be the Closing Date as defined in that certain Agreement and Plan of Merger dated as of July 17, 2023 by and among Analytical Wizards, Inc., Populi, Inc. (the “Seller”) and the other parties named therein (as amended, modified, or supplemented from time to time in accordance with its terms, the “Merger Agreement”), and this Agreement and your employment are conditional upon the Closing (as defined in the Merger Agreement). If the Closing does not occur, this Agreement will have no effect (even if it has been executed), will not be binding on the Company (or any of its affiliates) or on you, and none of you, the Company or Seller (or any of their respective affiliates) shall have rights or obligations hereunder

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REGISTRATION RIGHTS AGREEMENT by and among Definitive Healthcare Corp. and the other parties hereto September 14, 2021
Registration Rights Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of September 14, 2021, by and among (i) Definitive Healthcare Corp., a Delaware corporation (the “Company”) and (ii) each of the Persons listed on the signature pages hereto.

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