DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 27th, 2020 • Jamf Holding Corp. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 24, 2020, by and among Jamf Holding Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., VEPF VI Co-Invest 1, L.P., Vista Co-Invest Fund 2017-1, L.P. (collectively referred to herein as the “Vista Funds”) and VEP Group, LLC (“VEP Group” and, together with the Vista Funds and their Affiliates (as defined herein), “Vista”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • December 5th, 2023 • C3 Capital, Inc. • Mineral royalty traders • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of May 20, 2023 (this “Agreement”), by and among C3 BULLION, INC., a Delaware corporation (the "Company"), and Christopher Werner and Luciano Duque, individually (collectively the “Founding Shareholders”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and among Allvue Systems Holdings, Inc., a Delaware corporation (the “Company”), Bluefin Blocked Holdings, LLC, Bluefin Unblocked Holdings LLC, Vista Equity Partners Fund VII, L.P., Vista Equity Partners Fund VII-A, L.P., Vista Equity Partners Fund VII-B, L.P., Vista Equity Partners Fund VII-Z, L.P., Vista Equity Partners Fund VII GP, L.P., VEPF VII GP, Ltd. and VEP Group, LLC (collectively, “Vista”). This Agreement shall be effective from the date hereof (the “Effective Date”).
EX-10.5 10 dex105.htm DIRECTOR NOMINATION AGREEMENT ... AS INVESTORS LLC DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 5th, 2020 • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of May 25, 2010 (the “Effective Time”), between Xerium Technologies, Inc., a Delaware corporation (the “Company”), and the stockholder party hereto (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
EX-10.2 3 a15-21410_1ex10d2.htm EX-10.2 Execution Version DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 5th, 2020 • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2015 by and among CPI Card Group Inc., a Delaware corporation (the “Company”), Tricor Pacific Capital Partners (Fund IV), Limited Partnership, a British Columbia limited partnership (“Tricor Canada”), and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership, a Delaware limited partnership (“Tricor US” and, together with Tricor Canada, the “Investors”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.001 per share (the “Common Stock”).
DIRECTOR NOMINATION AGREEMENT February 5, 2016Director Nomination Agreement • February 8th, 2016 • Forestar Group Inc. • Real estate • Delaware
This Director Nomination Agreement, dated as of February 5, 2016 (this “Agreement”), is by and between Forestar Group Inc., a Delaware corporation (the “Company”) and Cove Street Capital, LLC (together with its Affiliates, the “Investor”). The Investor and the Company shall collectively be referred to herein as the “Parties.” In consideration of, and reliance upon, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 1st, 2021 • Holicity Inc. • Transportation services • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2021 (the “Effective Time”), by and between Astra Space, Inc., a Delaware corporation (f/k/a Holicity Inc.) (the “Company”), Pendrell Holicity Holdings Corporation, a Washington corporation (the “Sponsor”) and Adam P. London and Chris C. Kemp (individually, a “Founder,” and collectively, the “Founders”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).
RECITALS:Director Nomination Agreement • May 31st, 2002 • Symbion Inc/Tn • Delaware
Amended and RESTATED Director NOMINATION AgreementDirector Nomination Agreement • August 12th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS AMENDED AND RESTATED Director NOMINATION Agreement (this “Agreement”) is made and entered into as of April 26, 2021, by and among Agiliti, Inc., a Delaware corporation (the “Company”), and THL Agiliti LLC, a Delaware limited liability company (“THL Stockholder”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.0001 per share (the “Common Stock”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 19th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of , 2020 (this “Agreement”), by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP TH LLC (collectively, together with their respective Permitted Transferees, the “Altaris Funds”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2021, by and among Paycor HCM, Inc., a Delaware corporation (the “Company”) and Pride Aggregator, L.P., a Delaware limited partnership (“Pride Aggregator”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of November 24, 2020, by and among Maravai LifeSciences Holdings, Inc., a Delaware corporation (the “Company”), Maravai Life Sciences Holdings, LLC, a Delaware limited liability company (“MLSH 1”), Maravai Life Sciences Holdings 2, LLC, a Delaware limited liability company (“MLSH 2”), GTCR Fund XI/C LP, a Delaware limited partnership, GTCR Fund XI/B LP, a Delaware limited partnership, GTCR Co-Invest XI LP, a Delaware limited partnership, GTCR Partners XI/A&C LP, a Delaware limited partnership, GTCR Partners XI/B LP, a Delaware limited partnership and GTCR Investment XI LLC, a Delaware limited liability company (collectively, “GTCR”). This Agreement shall be effective from the date hereof (the “Effective Date”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2020, by and between Oak Street Health, Inc., a Delaware corporation (the “Company”) and Humana Inc., a Delaware corporation (“Humana”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
EX-10.11 11 d566761dex1011.htm EX-10.11 DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 5th, 2020
THIS DIRECTOR NOMINATION AGREEMENT is dated as of October 18, 2018 (this “Agreement”), by and between Orchard Rx Limited (which will re-named and re-registered as a public limited company prior to the IPO (as defined below) at which point the company will be named Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and Glaxo Group Limited, a company incorporated under the laws of England (“GSK”), and is effective as of, and conditioned upon, the closing of the Company’s initial public offering (“IPO”) of American Depository Shares (“ADSs”), each ADS representing one ordinary share of the Company, on the Nasdaq Stock Market (the “Effective Date”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 27th, 2021 • A.K.A. Brands Holding Corp. • Retail-catalog & mail-order houses • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2021, by and among a.k.a. Brands Holding Corp., a Delaware corporation (the “Company”), New Excelerate, L.P., Summit Partners, L.P., Summit Partners GE IX AIV, Ltd., Summit Partners GE IX AIV, L.P., Summit Partners Growth Equity Fund IX- B AIV, L.P., Summit Partners GE IX, LLC, Summit Partners GE IX, L.P., Summit Partners Growth Equity Fund IX-A AIV, L.P., and Excelerate GP, Ltd, (collectively, “Summit”). This Agreement shall be effective from the date hereof (the “Effective Date”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 24th, 2018 • Applied Minerals, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This DIRECTOR NOMINATION AGREEMENT (this “Agreement’) is entered into as of this ____ of April , 2017 (the “Effective Time”), by and between Applied Minerals, Inc., a Delaware corporation (the “Company”) and the holders of a majority (“Majority Holders”) of the principal amount of the 10% PIK-Election Convertible Note due 2023 (“Notes”) on behalf of the holders of the Notes (each a “Noteholder,” and together, the “Noteholders. Each of the Company and the Noteholders may be referred to herein individually as a “Party” or collectively as the “Parties.” Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 26th, 2020 • Datto Holding Corp. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2020, by and among Datto Holding Corp., a Delaware corporation (the “Company”), Vista Foundation Fund II, L.P., Vista Foundation Fund II-A, L.P., VFF II FAF, L.P., Vista Foundation Fund II Executive, L.P., Vista Foundation Associates II, L.P., Merritt VI Aggregator, LLC (collectively referred to herein as the “Vista Funds”), VEP Group, LLC (“VEP Group” and, together with the Vista Funds and their Affiliates (as defined herein), “Vista”) and each of the Persons listed on Schedule I hereto (collectively, the “McChord Stockholders”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
Director NOMINATION AgreementDirector Nomination Agreement • March 8th, 2021 • InnovAge Holding Corp. • Services-health services • Delaware
THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of March 8, 2021, by and among InnovAge Holding Corp., a Delaware corporation (the “Company”), Ignite Aggregator LP, a Delaware limited partnership (together with its affiliated investment entities, “Apax Partners”), Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Co-Investors LLC, WCAS Management Corporation and WCAS Co-Invest Holdco, L.P. (together with Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Co-Investors LLC, WCAS Management Corporation, “WCAS” and, together with Apax Partners, the “Sponsors”). This Agreement shall become effective (the “Effective Date”) upon the closing of the
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 15th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2013, by and between Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”), and Gores Building Holdings, LLC, a Delaware limited liability company (“Investor”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 7th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of July 28, 2016 (this “Agreement”), by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), Moelis Capital Partners Opportunity Fund I, L.P. and Moelis Capital Partners Opportunity Fund I-A, L.P. (collectively, together with their respective Permitted Transferees, the “Moelis Funds”).
EX-10.10 6 d352429dex1010.htm DIRECTOR NOMINATION AGREEMENT DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 5th, 2020 • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of April 24, 2012 (this “Agreement”), by and among Tumi Holdings, Inc., a Delaware corporation (the “Company”), Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV Nominees Four Limited and Officers Nominees Limited (collectively, together with their respective Permitted Transferees, the “Doughty Hanson Funds”).
EX-10.5 7 evop-20180630ex105018924.htm EX-10.5 Execution Version DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 5th, 2020 • Delaware
This Director Nomination Agreement (this “Agreement”) is made on May 22, 2018, to become effective on May 25, 2018 simultaneously with the effectiveness of the Bylaws (as defined below) (the “Effective Date”), by and among EVO Payments, Inc., a Delaware corporation (the “Company”), Madison Dearborn Partners, LLC, Madison Dearborn Partners VI-A&C, L.P., Madison Dearborn Capital Partners VI-C, L.P., Madison Dearborn Partners VI-B, L.P., Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners VI Executive-B, L.P., MDCP VI-C Cardservices Splitter, L.P., MDCP Cardservices LLC and MDCP VI-C Cardservices Blocker Corp. (collectively, “MDP”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • December 26th, 2019 • New Frontier Health Corp • Blank checks
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2019 (the “Effective Time”), by and among New Frontier Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), New Frontier Public Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Sponsor”) and Fosun Industrial Co., Limited, a company incorporated in Hong Kong (the “Shareholder”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Transaction Agreement (as defined below).
EX-10.12 10 d352303dex1012.htm DIRECTOR NOMINATION AGREEMENT DIRECTOR NOMINATION AGREEMENT This DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made as of July 20, 2012 by and between: RECITALSDirector Nomination Agreement • May 5th, 2020 • Delaware
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 26th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2021, by and among Instructure Holdings, Inc., a Delaware corporation (the “Company”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership, Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Partners XIII, L.P., and Thoma Bravo UGP, LLC, a Delaware limited liability company (collectively, “Thoma Bravo”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 7th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2014 by and among VWR Corporation (formerly known as VWR Investors, Inc), a Delaware corporation (the “Company”), Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Investor”) and Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., MDCP Co-Investors (Varietal), L.P. and MDCP Co-Investors (Varietal-2), L.P. (collectively referred to herein as “MDP”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
Execution Version CISION LTD. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 5th, 2020
This Director Nomination Agreement (this “Agreement”) is made on June 29, 2017 (the “Effective Time”), between Cision Ltd., a Cayman Islands exempted limited company (the “Company”), Canyon Holdings (Cayman) LP (the “Shareholder”, or together with its successors and assigns, the “Shareholders”) and GTCR Fund X/A AIV LP, GTCR Fund X/C AIV LP and GTCR Co-Invest X AIV LP (collectively, “GTCR”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 27th, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2021, by and among Ryan Specialty Group Holdings, Inc., a Delaware corporation (the “Company”), Patrick G. Ryan (and, together with certain members of his family and various trusts identified on Schedule I hereto, the “Ryan Parties”) and Onex RSG Holdings LP, a Delaware limited partnership (“Onex”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”).
Cooper-Standard Holdings Inc. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of May 27, 2010 (the “Effective Time”), among Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”) and Barclays Capital, Inc., a Connecticut Corporation (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 6 hereof.
Director NOMINATION AgreementDirector Nomination Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of October 16, 2020, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Paya Holdings”) and GTCR Fund XI/B LP, a Delaware limited partnership and GTCR Fund XI/C LP, a Delaware limited partnership (collectively, “GTCR”). This Agreement shall become effective (the “Effective Date”) upon the consummation of the transactions (the “Closing”) contemplated by that certain agreement and plan of merger agreement (the “Merger Agreement”), dated as of August 3, 2020, by and among the Company, GTCR Fund XI/C LP, Paya Holdings, GTCR-Ultra Holdings II, LLC, FinTech Acquisition Corp. III, FinTech III Merger Sub Corp. and GTCR/Ultra Blocker, Inc.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 25th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2021 (the “Effective Time”), by and between Mirion Technologies, Inc., a Delaware corporation (f/k/a GS Acquisition Holdings Corp II) (the “Company”), and GS Sponsor II LLC, a Delaware limited liability company (the “SPAC Sponsor”).
FORM OF DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
DIRECTOR NOMINATION AGREEMENT, dated as of [ ], 2014 (this “Agreement”), by and among Green Bancorp, Inc., a Texas corporation (the “Company”) and the entities listed under the headings “FFL Group”, “Harvest Group” and “Pine Brook Group” on Schedule A hereto (each, respectively, an “Investor Group”, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) from any entity comprising a part of such respective Investor Group).
EXELA TECHNOLOGIES, INC. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of July 12, 2017, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and the stockholder party hereto (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of [ ], 2012 (this “Agreement”), by and among Tumi Holdings, Inc., a Delaware corporation (the “Company”), Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV Nominees Four Limited and Officers Nominees Limited (collectively, together with their respective Permitted Transferees, the “Doughty Hanson Funds”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2015 by and among TransFirst Holdings Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., Vista Equity Partners Fund V Executive, L.P., VEPF V FAF, L.P. and Vista Equity Associates V, LLC (collectively referred to herein as the “Vista Funds”) and VEP Group, LLC (“VEP Group”) and, together with the Vista Funds and their Affiliates (as defined herein), “Vista”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
