WAYSTAR HOLDING CORP. [ · ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 15th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • New York
Waystar Holding 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 (the “Underwritten Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and, at the option of the Underwriters, up to an additional [ · ] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
AMENDMENT NO. 1 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTYReceivables Financing Agreement • November 29th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • New York
This AMENDMENT NO. 1 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of October 31, 2023, is entered into by and among WAYSTAR RC LLC, as borrower under the Receivables Financing Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Borrower”), WAYSTAR TECHNOLOGIES, INC. (“Waystar”), as initial servicer under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent under the Receivables Financing Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and as lender (in such capacity, together with its successors and permitted assigns in such capacity, the “Lender”), and acknowledged and agreed to by PNC CAPITAL MARKETS LLC, as s
FOURTH AMENDMENT, dated as of August 24, 2021 (this “Agreement”), to the First Lien Credit Agreement, dated as of October 22, 2019 (as amended by the First Amendment thereto, dated as of December 2, 2019, as amended by the Second Amendment thereto,...First Lien Credit Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 22, 2019 (this “Agreement”), by and among Derby Parent, Inc., a Delaware corporation (“Initial Holdings”) and, after giving effect to the Closing Date Holdings Assumption (as defined below), BNVC Holdings, Inc., a Delaware corporation (together with Initial Holdings, collectively, “Holdings”), Derby Merger Sub, Inc., a Delaware corporation (“Merger Sub”), after giving effect to the Target Merger (as defined below), BNVC Group Holdings, Inc., a Delaware corporation (the “Target”) and after giving effect to the Closing Date Borrower Assumption, Waystar Technologies, Inc. (f/k/a Navicure, Inc.), a Delaware corporation (the “Company” and, together with Merger Sub and the Target, collectively, the “Borrower”), the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (in its capacity as administrative agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A., in its capa
SIXTH AMENDMENT, dated as of June 23, 2023 (this “Agreement”), to the First Lien Credit Agreement, dated as of October 22, 2019 (as amended by the First Amendment thereto, dated as of December 2, 2019, as amended by the Second Amendment thereto, dated...First Lien Credit Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 22, 2019 (this “Agreement”), by and among Derby Parent, Inc., a Delaware corporation (“Initial Holdings”) and, after giving effect to the Closing Date Holdings Assumption (as defined below), BNVC Holdings, Inc., a Delaware corporation (together with Initial Holdings, collectively, “Holdings”), Derby Merger Sub, Inc., a Delaware corporation (“Merger Sub”), after giving effect to the Target Merger (as defined below), BNVC Group Holdings, Inc., a Delaware corporation (the “Target”) and after giving effect to the Closing Date Borrower Assumption, Waystar Technologies, Inc. (f/k/a Navicure, Inc.), a Delaware corporation (the “Company” and, together with Merger Sub and the Target, collectively, the “Borrower”), the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (in its capacity as administrative agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A., in its capa
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • Delaware
This Indemnification Agreement is effective as of [●], 2023 (this “Agreement”) and is between Waystar Holding Corp., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
OPTION AGREEMENT UNDER THE DERBY TOPCO, INC. 2019 STOCK INCENTIVE PLANOption Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • Delaware
Pursuant to the terms and conditions of this Option Agreement (this “Option Agreement”) and the Derby TopCo, Inc. 2019 Stock Incentive Plan (the “Plan”), the Company hereby grants to the Participant the number of Options set forth below. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
SUBSTITUTE OPTION AGREEMENT UNDER THE DERBY TOPCO, INC. 2019 STOCK INCENTIVE PLANOption Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • Delaware
Pursuant to the terms and conditions of this Option Agreement (this “Option Agreement”) and the Derby TopCo, Inc. 2019 Stock Incentive Plan (the “Plan”), the Company hereby grants to the [NAME] (the “Participant”) the aggregate number of Options set forth in the table below (the “Substitute Options”). The Substitute Options granted hereunder are being granted (i) in connection with that certain Agreement and Plan of Merger by and among Derby Parent, Inc., Derby Merger Sub Inc. and BNVC Group Holdings, Inc., dated as of July 29, 2019 (the “Merger Agreement”), (ii) in substitution of the Vested Options (the “Company Options”) identified herein that would otherwise be cancelled and cashed out in accordance with Section 3.2.1 of the Merger Agreement; and (iii) in accordance with Section 2.1.1 of the Merger Agreement; the Participant acknowledges and agrees that the Substitute Options being granted hereunder are being granted in lieu of, and in full satisfaction of, (i) the cash considerati
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG WAYSTAR HOLDING CORP. AND THE PARTIES HERETO Dated as of [●], 2023Registration Rights Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • Delaware
This Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of [●], 2023, by and among the Company (as defined herein), the Institutional Investors (as defined herein) set forth on Schedule A hereto, the Holders (as defined herein) set forth on Schedule B hereto and any other Person (as defined herein) who becomes a party hereto from time to time in accordance with this Agreement.
EIGHTH AMENDMENT, dated as of February 9, 2024 (this “Agreement”), to the First Lien Credit Agreement, dated as of October 22, 2019, as amended by the First Amendment thereto, dated as of December 2, 2019, the Second Amendment thereto, dated as of...First Lien Credit Agreement • March 22nd, 2024 • Waystar Holding Corp. • Services-computer integrated systems design • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 22, 2019, as amended by the First Amendment as of December 2, 2019, as amended by the Second Amendment as of September 23, 2020, as amended by the Third Amendment as of March 24, 2021, as amended by the Fourth Amendment as of August 24, 2021, as amended by the Fifth Amendment as of June 1, 2023, as amended by the Sixth Amendment as of June 23, 2023, as amended by the Seventh Amendment as of October 6, 2023 and as amended by the Eighth Amendment as of February 9, 2024 (this “Agreement”), by and among Derby ParentWaystar Intermediate, Inc. (f/k/a BNVC Holdings, Inc.), a Delaware corporation (“Initial Holdings”) and, after giving effect to the Closing Date Holdings Assumption (as defined below), BNVC Holdings, Inc., a Delaware corporation (together with Initial Holdings, collectively, “Holdings”), Derby Merger Sub, Inc., a Delaware corporation (“Merger Sub”), after giving effect to the Target Merger (as defined below), BNVC Group Holdings,
ContractFirst Lien Credit Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • New York
THIRD AMENDMENT, dated as of March 24, 2021 (this “Agreement”), to the First Lien Credit Agreement, dated as of October 22, 2019 (as amended by the First Amendment thereto, dated as of December 2, 2019, as amended by that Second Amendment thereto, dated as of September 23, 2020, and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BNVC Holdings, Inc., a Delaware corporation (as successor to Derby Parent, Inc., “Holdings”), Waystar Technologies, Inc. (f/k/a Navicure, Inc.), a Delaware corporation (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc., the “Borrower”), the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and JPMorgan Chase Bank, N.A., Barclays Bank PLC and Deutsche Bank AG New York Branch, as Issuing Banks.
