MERIDIANLINK, INC. (For Directors of a Delaware Corporation)Indemnification Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between MeridianLink, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • California
This Employment Agreement (“Agreement”) is made among Project Angel Parent LLC, a Delaware limited liability company (including its successors and assigns, the “Parent”), MeridianLink, Inc., a California corporation and wholly-owned subsidiary of Parent (including its successors and assigns, the “Company”), and Nicolaas Vlok (the “Executive”) and is effective as of the effectiveness of the Parent’s Form S-1 Registration Statement with the U.S. Securities and Exchange Commission (the “Effective Date”). Except with respect to the Restrictive Covenants Obligations (as modified herein), the Continuing Obligations, and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Parent, the Company, or MeridianLink, Inc., a Delaware corporation regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and MeridianLink, Inc., a Delaware corporation dated Se
AMENDMENT NO. 1 TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • New York
This SENIOR SECURED FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is dated as of May 31, 2018, among Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Antares Capital LP (“Antares Capital”), as Administrative Agent, an L/C Issuer and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
AMENDMENT NO. 2 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software
AMENDMENT NO. 2 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENT (this “Amendment No. 2”), dated as of June 27, 2019, by and among PROJECT ANGEL HOLDINGS, LLC, a Delaware limited liability company (“Initial Borrower”), PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MERIDIANLINK, INC., a California corporation (“ML Target”, and together with Initial Borrower, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party thereto and DBD CREDIT FUNDING LLC, as administrative agent and collateral agent (the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDMENT NO. 1 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • New York
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is dated as of May 31, 2018, among Project Angel Holdings, LLC, a Delaware limited liability company “Initial Borrower”), Project Angel Intermediate Holdings, LLC, a Delaware limited liability company “Holdings”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and DBD Credit Funding LLC (“Fortress”), as Administrative Agent, and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • California
This Employment Agreement (“Agreement”) is made among Project Angel Parent LLC, a Delaware limited liability company (including its successors and assigns, the “Parent”), MeridianLink, Inc., a California corporation and wholly-owned subsidiary of Parent (including its successors and assigns, the “Company”), and Timothy Nguyen (the “Executive”) and is effective as of the effectiveness of the Parent’s Form S-1 Registration Statement with the U.S. Securities and Exchange Commission (the “Effective Date”). Except with respect to the Restrictive Covenants Obligations (as modified herein), the Continuing Obligations, and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Parent or the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated September 7, 2020 and that certain Employment Agreement entered into as of Ma
SECOND AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • New York
This SECOND AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENT (this “Second Amendment”) is dated as of December 21, 2018 and is entered into by PROJECT ANGEL HOLDINGS, LLC, a Delaware limited liability company (“Initial Borrower”), PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MERIDIANLINK, INC., a California corporation (“ML Target”, and together with Initial Borrower, each a “Borrower” and collectively the “Borrowers”), PROFESSIONAL CREDIT REPORTING, INC., a California corporation (“PCR”), ML EAST ACQUISITION SUBSIDIARY, INC. (formerly known as CRIF Corporation), a Florida corporation (“ML East”, and together with Initial Borrower, Holdings, ML Target and PCR, each a “Loan Party” and collectively, the “Loan Parties”), the Incremental Term Loan Lenders (as defined below), and ANTARES CAPITAL LP, a Delaware limited partnership, as administrative agent, collateral agent and an L/C Issuer (the “Admini
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 31, 2018, by and among (i) Project Angel Parent, LLC, a Delaware limited liability company (the “Company”), (ii) Thoma Bravo Discover Fund, L.P., Thoma Bravo Discover Fund A, L.P., Thoma Bravo Discover Fund II, L.P., Thoma Bravo Discover Fund II-A, L.P., and Thoma Bravo Discover Executive Fund II, L.P., each a Delaware limited partnership (each a “TB Fund” and together, the “TB Funds”), any other TB Fund that at any time becomes a party hereto (each, an “Investor” and collectively, the “Investors”), (iii) any employee of the Company or its Subsidiaries who at any time becomes a party hereto (each, an “Executive” and collectively, the “Executives”), and (iv) each of the other Persons set forth from time to time on the attached “Schedule of Holders” under the heading “Other Security holders” who at any time becomes a party hereto (the “Other Securityholders”). The Investors, the Executives and the Other Security hold
SENIOR SECURED FIRST LIEN CREDIT AGREEMENT Dated as of May 31, 2018 among PROJECT ANGEL HOLDINGS, LLC, as Initial Borrower, PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, as Holdings, ANTARES CAPITAL LP as Administrative Agent, Collateral Agent and an L/C...Assignment and Assumption • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • New York
This SENIOR SECURED FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is dated as of May 31, 2018, among Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Antares Capital LP (“Antares Capital”), as Administrative Agent, an L/C Issuer and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
AMENDMENT NO. 3 TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software
AMENDMENT NO. 3 TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 3”), dated as of June 27, 2019, by and among PROJECT ANGEL HOLDINGS, LLC, a Delaware limited liability company (“Initial Borrower”), PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MERIDIANLINK, INC., a California corporation (“ML Target”, and together with Initial Borrower, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party thereto and ANTARES CAPITAL LP, a Delaware limited partnership, as administrative agent, collateral agent and an L/C Issuer (the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDMENT NO. 4 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software
AMENDMENT NO. 4 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENT (this “Amendment No. 4”), dated as of January 12, 2021, by and among PROJECT ANGEL HOLDINGS, LLC, a Delaware limited liability company (“Initial Borrower”), PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MERIDIANLINK, INC., a California corporation (“ML Target”, and together with Initial Borrower, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party thereto and DBD CREDIT FUNDING LLC, as administrative agent and collateral agent (the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software
This FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”), effective March 23, 2018 (the “Effective Date”) by and between MLink Enterprise, LLC, a California limited liability company (“Lessor”) and MeridianLink, Inc., a California corporation (“Lessee”).
SECOND LIEN CREDIT AGREEMENT Dated as of May 31, 2018 amongProject Angel Parent, LLC • April 30th, 2021 • Services-prepackaged software • New York
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is dated as of May 31, 2018, among Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and DBD Credit Funding LLC (“Fortress”), as Administrative Agent, and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
FOURTH AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • New York
This FOURTH AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENT (this “Fourth Amendment”) is dated as of October 7, 2019 and is entered into by PROJECT ANGEL HOLDINGS, LLC, a Delaware limited liability company (“Initial Borrower”), PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MERIDIANLINK, INC., a California corporation (“ML Target”, and together with Initial Borrower, each a “Borrower” and collectively the “Borrowers”), PROFESSIONAL CREDIT REPORTING, INC., a California corporation (“PCR”), ML EAST ACQUISITION SUBSIDIARY, INC. (formerly known as CRIF Corporation), a Florida corporation (“ML East”, and together with Initial Borrower, Holdings, ML Target and PCR, each a “Loan Party” and collectively, the “Loan Parties”), the Incremental Term Loan Lenders (as defined below), and ANTARES CAPITAL LP, a Delaware limited partnership, as administrative agent, collateral agent and an L/C Issuer (the “Administ
FIFTH AMENDMENT AND INCREMENTAL FACILITY AMENDMENT TO SENIOR SECURED FIRST LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • New York
provided that until the financial statements and the accompanying Compliance Certificate for the first full fiscal quarter ending after the Initial Closing Date are delivered pursuant to Sections 6.01(a) or (b) and 6.02(b), the Applicable Margin for the Revolving Credit Facility and the commitment fee rate with respect to the Revolving Credit Facility shall be set at Pricing Level I. The Applicable Margin for the Revolving Credit Facility and the commitment fee rate with respect to the Revolving Credit Facility shall be re-determined quarterly on the first Business Day following the date of delivery to Administrative Agent of the calculation of the Consolidated First Lien Net Leverage Ratio based on the financial statements and the accompanying Compliance Certificate delivered pursuant to Sections 6.01(a) or (b) and 6.02(b). If the Administrative Agent has not received such calculation of the Consolidated First Lien Net Leverage Ratio for any fiscal quarter within the time period speci
PROJECT ANGEL PARENT, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 31, 2018Limited Liability Company Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of May 31, 2018, is entered into by and among Project Angel Parent, LLC, a Delaware limited liability company (the “Company”), and the Unitholders.
AMENDMENT NO. 3 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Project Angel Parent, LLC • Services-prepackaged software
AMENDMENT NO. 3 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENT (this “Amendment No. 3”), dated as of October 7, 2019, by and among PROJECT ANGEL HOLDINGS, LLC, a Delaware limited liability company (“Initial Borrower”), PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MERIDIANLINK, INC., a California corporation (“ML Target”, and together with Initial Borrower, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party thereto and DBD CREDIT FUNDING LLC, as administrative agent and collateral agent (the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
