BLACKLINE, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 24, 2024 1.00% Convertible Senior Notes due 2029Indenture • May 24th, 2024 • Blackline, Inc. • Services-prepackaged software • New York
INDENTURE dated as of May 24, 2024 between BLACKLINE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
BlackLine, Inc. Common Stock, $0.01 par value per share Underwriting AgreementUnderwriting Agreement • May 22nd, 2017 • Blackline, Inc. • Services-prepackaged software • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of BlackLine, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Common Stock, $0.01 par value per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
BlackLine, Inc. Common Stock, $0.01 par value per share Underwriting AgreementUnderwriting Agreement • October 17th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
BlackLine, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ● ] additional shares (the “Optional Shares”) of Common Stock, $0.01 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement, dated as of [insert date] (this “Agreement”), is made by and between BlackLine, Inc., a Delaware corporation (the “Company”) and [insert name of indemnitee] (“Indemnitee”).
BLACKLINE INC.Purchase Agreement • May 24th, 2024 • Blackline, Inc. • Services-prepackaged software • New York
BlackLine, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Initial Purchaser”), $600,000,000 principal amount of its 1.00% Convertible Senior Notes due 2029 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture to be dated as of May 24, 2024 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchaser not more than an additional $90,000,000 principal amount of its 1.00% Convertible Senior Notes due 2029 (the “Additional Securities”) if and to the extent that the Initial Purchaser shall have determined to exercise the right to purchase such Additional Securities granted to the Initial Purchaser in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Company’s Common Stock, par value $0.01 per share, are hereinafter referr
September 29, 2016 Karole Morgan-Prager c/o BlackLine, Inc. 21300 Victory Boulevard, 12th Floor Woodland Hills, CA 91367 Re: Confirmatory Employment Letter Dear Karole:Confirmatory Employment Letter • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software
This letter agreement (the “Agreement”) is entered into between Karole Morgan-Prager (“Employee” or “you”) and BlackLine, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign this letter, as indicated below. The purpose of this letter is to confirm the current terms and conditions of your employment.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG BLACKLINE, INC. SILVER LAKE SUMERU FUND, L.P. SILVER LAKE TECHNOLOGY INVESTORS SUMERU L.P. ICONIQ STRATEGIC PARTNERS, L.P. ICONIQ STRATEGIC PARTNERS-B, L.P. ICONIQ STRATEGIC...Registration Rights Agreement • October 17th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [●], 2016, by and among BlackLine, Inc., a Delaware corporation (“BlackLine”), (together with its successors, the “Company”), Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06. This Agreement amends and restates in its entirety the Registration Rights Agreement by and among Silver Lake Sumeru, Iconiq, each of the Other Stockholders party thereto and BlackLine, Inc., dated as of September 3, 2013 (the “Existing Registration Rights Agreement”).
OFFICE LEASE Between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company as Landlord and BLACKLINE SYSTEMS, INC., a California corporation as Tenant Dated November 22, 2010Office Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Office Lease (this “Lease”), dated November 22, 2010, is by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), with an office at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”), with an office at 23586 Calabasas Road, Suite 103, Calabasas, California 91302.
CREDIT AGREEMENT dated as of September 25, 2013, among BLACKLINE SYSTEMS, INC., SLS BREEZE INTERMEDIATE HOLDINGS, INC. THE LENDERS PARTY HERETO and OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent and Collateral AgentCredit Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is dated as of September 25, 2013 and entered into by and among BLACKLINE SYSTEMS, INC., a California corporation (the “Borrower”), SLS BREEZE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I), and OBSIDIAN AGENCY SERVICES, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
FORM OF AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG SILVER LAKE SUMERU FUND, L.P. SILVER LAKE TECHNOLOGY INVESTORS SUMERU L.P. ICONIQ STRATEGIC PARTNERS, L.P. ICONIQ STRATEGIC PARTNERS-B, L.P. ICONIQ STRATEGIC PARTNERS CO- INVEST, L.P.,...Stockholders’ Agreement • October 17th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [●], 2016, is made by and among Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with Silver Lake Sumeru, Iconiq, Tucker and Spanicciati, the “Stockholders”), and BlackLine, Inc., a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the Stockholders’ Agreement by and among Silver Lake Sumeru, Iconiq, Tucker and Spanicciati and the other parties named therein dated as of September 3, 2013 (the “Existing Stockholders’ Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is entered into effective as of January 1, 2016 “Effective Date” by and among BlackLine, Inc. (the “Company” or “BlackLine”) and Therese Tucker (“Executive”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This First Amendment to Office Lease (the “First Amendment”), dated August 14, 2012, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), dated as of August 9, 2013, is made by and between Mario Spanicciati (the “Equity Holder”) and SLS Breeze Holdings, Inc. (the “Parent”), a Delaware corporation.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2023 • Blackline, Inc. • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is entered into by and among BlackLine, Inc. (the “Company”) and Owen Ryan (“Executive”) to be effective as of March 6, 2023 (the “Effective Date”). This Agreement supersedes all other employment agreements, offer letters, and change in control policy participation agreements between the Company and Executive.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Third Amendment to Office Lease (the “Third Amendment”), dated June 24, 2014, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Fourth Amendment to Office Lease (this “Fourth Amendment”), dated January 29, 2015 is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
SOFTWARE DEVELOPMENT COOPERATION AGREEMENTSoftware Development Cooperation Agreement • May 12th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
This Software Development Cooperation Agreement is made by and between SAP AG, Dietmar-Hopp-Allee 16, D-69190 Walldorf, Germany, hereinafter referred to as “SAP”, and BlackLine Systems, Inc., 21300 Victory Blvd, 12th Floor, Woodland Hills, CA 91367, USA, hereinafter referred to as “Company”—together referenced hereunder as “Party” or “Parties”.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 30, 2016 (the “Third Amendment Effective Date”), and is entered into by and among BLACKLINE SYSTEMS, INC., a California corporation (the “Borrower”), BLACKLINE INTERMEDIATE, INC. (formerly known as SLS BREEZE INTERMEDIATE HOLDINGS, INC.), a Delaware corporation (“Holdings”), the Lenders party hereto and OBSIDIAN AGENCY SERVICES, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SLS BREEZE HOLDINGS, INC., SLS BREEZE INTERMEDIATE HOLDINGS, INC., SLS BREEZE MERGER SUB, INC., AND BLACKLINE SYSTEMS, INC. Dated as of August 9, 2013Merger Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 9, 2013, by and among SLS Breeze Holdings, Inc., a Delaware corporation (“Parent”); SLS Breeze Intermediate Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Intermediate Corp”), SLS Breeze Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Intermediate Corp (“Merger Sub”), and BlackLine Systems, Inc., a California corporation (the “Company”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Second Amendment to Office Lease (the “Second Amendment”), dated December 26, 2013, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
CREDIT AGREEMENT dated as of September 25, 2013, among BLACKLINE SYSTEMS, INC., SLS BREEZE INTERMEDIATE HOLDINGS, INC. THE LENDERS PARTY HERETO and OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent and Collateral AgentCredit Agreement • February 12th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is dated as of September 25, 2013 and entered into by and among BLACKLINE SYSTEMS, INC., a California corporation (the “Borrower”), SLS BREEZE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I), and OBSIDIAN AGENCY SERVICES, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONGStockholders’ Agreement • December 12th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of October 27, 2016, is made by and among Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with Silver Lake Sumeru, Iconiq, Tucker and Spanicciati, the “Stockholders”), and BlackLine, Inc., a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the Stockholders’ Agreement by and among Silver Lake Sumeru, Iconiq, Tucker and Spanicciati and the other parties named therein dated as of September 3, 2013 (the “Existing Stockholders’ Agreement”).
RELEASE AGREEMENTRelease Agreement • March 6th, 2023 • Blackline, Inc. • Services-prepackaged software • California
This Release Agreement (“Agreement”) is made by and between Marc Huffman (“Executive”) and BlackLine, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SIXTH AMENDMENT TO OFFICE LEASEOffice Lease • May 22nd, 2017 • Blackline, Inc. • Services-prepackaged software • California
NINTH AMENDMENT TO OFFICE LEASEOffice Lease • August 9th, 2023 • Blackline, Inc. • Services-prepackaged software • California
This Ninth Amendment to Office Lease (this “Ninth Amendment”), dated June 15, 2023 is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), with offices at 1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401, and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”), with offices at 21300 Victory Boulevard, Suite 1000, Woodland Hills, California 91367.
BLACKLINE INC. 0.125% CONVERTIBLE SENIOR NOTES DUE 2024 PURCHASE AGREEMENT August 8, 2019Purchase Agreement • August 13th, 2019 • Blackline, Inc. • Services-prepackaged software • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • February 12th, 2016 • Blackline, Inc. • Services-prepackaged software • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2014, by and among BlackLine, Inc. (f/k/a SLS Breeze Holdings, Inc.), a Delaware corporation (the “Company”), and Iconiq Strategic Partners, L.P., a Delaware limited partnership (“ISP”), Iconiq Strategic Partners-B, L.P., a Cayman Islands exempted limited partnership (“ISP-B”), and Iconiq Strategic Partners Co-Invest, L.P., BL2 Series, a series of a Delaware series limited partnership (“ISP Co-Invest”, and together with ISP and ISP-B, each an “Iconiq Party”, and collectively, the “Iconiq Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of August 9, 2013, by and among the Company, certain of its direct and indirect Subsidiaries, and BlackLine Systems, Inc., a California corporation.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • August 8th, 2018 • Blackline, Inc. • Services-prepackaged software • California
This Transition Agreement and Release (“Agreement”) is made by and between Chris Murphy (“Executive”) and BlackLine, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONGRegistration Rights Agreement • December 12th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 27, 2016, by and among BlackLine, Inc., a Delaware corporation (“BlackLine”), (together with its successors, the “Company”), Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06. This Agreement amends and restates in its entirety the Registration Rights Agreement by and among Silver Lake Sumeru, Iconiq, each of the Other Stockholders party thereto and BlackLine, Inc., dated as of September 3, 2013 (the “Existing Registration Rights Agreement”).
AMENDMENT AND WAIVERAmendment and Waiver • May 12th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
This AMENDMENT AND WAIVER (this “Agreement”), dated as of September 1, 2015, among BLACKLINE SYSTEMS, INC., a California corporation (the “Borrower”), BLACKLINE INTERMEDIATE, INC. (formerly known as SLS BREEZE INTERMEDIATE HOLDINGS, INC.), a Delaware corporation (“Holdings”), the Lenders party hereto, and OBSIDIAN AGENCY SERVICES, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), is entered into in connection with the Credit Agreement referred to in the first recital below.
FIFTH AMENDMENT TO OFFICE LEASEOffice Lease • May 22nd, 2017 • Blackline, Inc. • Services-prepackaged software • California
This Fifth Amendment to Office Lease (this “Fifth Amendment”), dated October 6, 2016, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
EIGHTH AMENDMENT TO OFFICE LEASE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL, [***] INDICATES THAT THE INFORMATION HAS BEEN REDACTED.Office Lease • February 23rd, 2024 • Blackline, Inc. • Services-prepackaged software • California
This Eighth Amendment to Office Lease (this “Eighth Amendment”), dated May 26, 2021, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), with offices at 1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401, and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”), with offices at 21300 Victory Boulevard, Suite 1000, Woodland Hills, California 91367.
SEVENTH AMENDMENT TO OFFICE LEASEOffice Lease • May 22nd, 2017 • Blackline, Inc. • Services-prepackaged software • California
This Seventh Amendment to Office Lease (the “Seventh Amendment”), dated May 18, 2017, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
