CONSENSUS CLOUD SOLUTIONS, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 7th, 2022 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Consensus Cloud Solutions, Inc., a Delaware corporation (the “Company”), proposes to 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 Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”), and, at the option of the Underwriters, up to an additional [ ] shares of 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 Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIFF DAVIS, INC. AND CONSENSUS CLOUD SOLUTIONS, INC. DATED AS OF OCTOBER 7, 2021Separation and Distribution Agreement • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 7, 2021 (this “Agreement”), is by and between Ziff Davis, Inc., a Delaware corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CONSENSUS CLOUD SOLUTIONS, INC. as the Company THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 7, 2021 6.000% SENIOR NOTES DUE 2026Supplemental Indenture • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of October 7, 2021, among Consensus Cloud Solutions, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as Trustee.
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIFF DAVIS, INC. AND CONSENSUS CLOUD SOLUTIONS, INC. DATED AS OF OCTOBER 7, 2021Stockholder and Registration Rights Agreement • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of October 7, 2021 (this “Agreement”), is by and between Ziff Davis, Inc., a Delaware corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 7, 2021, is by and between Ziff Davis, Inc., a Delaware corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation (“SpinCo”). Parent and SpinCo are individually referred to herein as a “Party,” and collectively as the “Parties.”
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIFF DAVIS, INC. AND CONSENSUS CLOUD SOLUTIONS, INC. DATED AS OF OCTOBER 7, 2021Employee Matters Agreement • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of October 7, 2021 (this “Agreement”), is by and between Ziff Davis, Inc., a Delaware corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation (“SpinCo”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of October 7, 2021, is by and between Ziff Davis, Inc., a Delaware corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation (“SpinCo”). Parent and SpinCo are individually referred to herein as a “Party,” and collectively as the “Parties.”
TAX MATTERS AGREEMENT by and between ZIFF DAVIS,, INC. and CONSENSUS CLOUD SOLUTIONS, INC. Dated as of October 7, 2021Tax Matters Agreement • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 7, 2021, by and between Ziff Davis, Inc., a Delaware corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”).
