SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AIDH TOPCO, LLC Dated as of September 14, 2021Limited 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.
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 HERETOTax Receivable Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
NOMINATING AGREEMENTNominating 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”).
NOMINATING AGREEMENTNominating 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.
NOMINATING AGREEMENTNominating 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”).
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent 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”).
BY EMAIL Kevin P. Shone Lynnfield, MA 01940 kshone@definitivehc.com Dear Kevin:Letter 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”).
REGISTRATION RIGHTS AGREEMENT by and among Definitive Healthcare Corp. and the other parties hereto September 14, 2021Registration 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.
REORGANIZATION AGREEMENTReorganization Agreement • November 8th, 2021 • Definitive Healthcare Corp. • Services-prepackaged software • Delaware
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of September 14, 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”
