Letter Agreement, dated as of November 3, 2022, by and among Certara, Inc. and Arsenal Saturn Holdings LP

Exhibit 10.1

Execution Version 

Certara, Inc.
100 Overlook Center, Suite 101
Princeton, NJ 08540

November 3, 2022

Ladies & Gentlemen:

Each of Certara, Inc., a Delaware corporation (together with its successors and permitted assigned, the “Company” or “Certara”), and Arsenal Saturn Holdings LP (the “Arsenal Party”), make reference to: (i) that certain Stockholders Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Stockholders Agreement”) of the Company, entered into as of the date hereof, by and among the Company, the Arsenal Party, Arsenal Capital Partners III LP and Arsenal Capital Partners III-B LP; (ii) that certain Purchase Agreement, dated as of the date hereof (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among the Arsenal Party and EQT Avatar Parent L.P. (“EQT” or the “Seller”), which provides for, subject to the satisfaction of the terms and conditions set forth in the Purchase Agreement, the sale of certain shares of common stock, par value $0.01 per share, of the Company (“Sale Shares”) from the Seller to the Arsenal Party (and such transaction, the “Sale Transaction”); and (iii) that certain Registration Rights Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Registration Rights Agreement”), entered into as of the date hereof, by and among the Company, the Arsenal Party, Arsenal Capital Partners III LP and Arsenal Capital Partners III-B LP. For the avoidance of doubt, without limiting the foregoing, each of Arsenal Capital Partners III LP and Arsenal Capital Partners III-B LP (collectively, “Fund III”) shall not be deemed to be an “Arsenal Party” under the terms of this letter agreement and the terms of this letter agreement, including the restrictions on transfer in Sections 1 and 4 hereof, shall not apply to Fund III. Capitalized terms used in this letter agreement that are not defined shall have the meaning given to them in the Stockholders Agreement. The parties agree that Section 1, Section 2 and Section 4 of this letter agreement are subject to the closing of the Sale Transaction under the Purchase Agreement (the “Closing”), and shall become effective upon the Closing.

In consideration of the premises and of the representations, warranties, covenants and agreements set forth herein, each of the Company and the Arsenal Party agree as follows:

provided that, as a condition of the consummation of any of the Transfers provided for in clauses (i), (ii) or (iii) above, the intended transferee must comply with Section 1(b) of this Letter Agreement, including first executing and delivering to the Company a letter agreement in the same form as this letter agreement (with such changes as may be agreed by the Company in its sole discretion), which shall evidence such transferee’s agreement to be subject to the same terms and conditions as contained in this letter agreement as to such Lock-Up Shares.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN A LETTER AGREEMENT, DATED AS OF NOVEMBER 3, 2022, AS AMENDED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

Certara, Inc.
100 Overlook Center, Suite 101
Princeton, NJ 08550
Attention: Richard M. Traynor
Email: [                       ]

with a copy to (which shall not constitute actual or constructive notice):

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Michael T. Holick
Email: [                       ]

Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, CA 94304
Attention: William Brentani and Frederick W.P. de Albuquerque
Email: [                       ]

c/o Arsenal Capital Management LP
100 Park Avenue, 31^st Floor
New York, NY 10017
Attention: Chief Financial Officer, Frank Scrudato
Email: [                       ]

with a copy to:

Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Ted M. Frankel, P.C. and Robert E. Goedert, P.C.
Email: [                       ]

[Signature Page Follows]

IN WITNESS HEREOF, each of the parties hereto has duly executed this letter agreement (or caused this letter agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.