INDENTURE Dated as of May 1, 2017 Between TEMPO ACQUISITION, LLC, as the Issuer, and TEMPO ACQUISITION FINANCE CORP., as the Co-Issuer, and the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar...Indenture • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
INDENTURE, dated as of May 1, 2017, among Tempo Acquisition, LLC (the “Issuer”), Tempo Acquisition Finance Corp., (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • Delaware
This Indemnification Agreement is effective as of [ ], 2019 (this “Agreement”) and is between Alight Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
CREDIT AGREEMENT Dated as of May 1, 2017, Among TEMPO INTERMEDIATE HOLDING COMPANY II, LLC, as Holdings, TEMPO ACQUISITION, LLC, as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative Agent, Collateral...Credit Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Credit Agreement • December 7th, 2018 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, as amended by Amendment No. 1 on November 27, 2017, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TAX RECEIVABLE AGREEMENT between ALIGHT INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2019Tax Receivable Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2019, and is between Alight Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding Tempo Holding Company, LLC, a Delaware limited liability company (“OpCo”), a “TRA Party” and together the “TRA Parties”).
SECURITY AGREEMENT dated as of May 1, 2017 among THE GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
SECURITY AGREEMENT dated as of May 1, 2017, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 7th, 2018 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, as amended by Amendment No. 1 on November 27, 2017, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
REGISTRATION RIGHTS AGREEMENT by and among TEMPO HOLDING COMPANY, LLC and THE CO-INVESTORS and THE OTHER PARTIES HERETO Dated as of May 1, 2017Registration Rights Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May 1, 2017 and is by and among Tempo Holding Company, LLC, a Delaware limited liability company (the “Company”), Blackstone (as defined below), the Co-Investors (as defined below) and each other Person who at any time, acquires Capital Stock (as defined below) of the Company and, with the consent of Blackstone, executes a Joinder Agreement (as defined below).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of August 14, 2018, among Life Account, L.L.C., a Texas limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
CASH REPLACEMENT AWARD AGREEMENTCash Replacement Award Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • Illinois
THIS CASH REPLACEMENT AWARD AGREEMENT (this “Agreement”), by and among Hewitt Associates LLC, an Illinois limited liability company (the “Company”), and [ ] (“Employee”) is made as of [ ], 2017.
Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Severance Letter Agreement • January 8th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • Illinois
Alight Solutions LLC (the “Company”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of the Company’s key employees, including you, to the Company, and recognizes the continuing importance of your work to the success of the Company. Accordingly, to encourage your continued dedication to the Company, the Company has determined to provide you with severance protections pursuant to the terms of this letter agreement.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of February 13, 2019, among Carlson Management Consulting, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
AMENDED AND RESTATED SUPPORT AND SERVICES AGREEMENTSupport and Services Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED SUPPORT AND SERVICES AGREEMENT (this “Agreement”) is dated as of [●], 2019 and is between Alight Inc., a Delaware corporation (“Alight”), Tempo Holding Company, LLC, a Delaware limited liability company (together with its successors, “Alight OpCo”), Tempo Acquisition, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Holdco (together with its successors, the “Company” and together with Alight and Alight OpCo, the “Alight Parties”), Blackstone Capital Partners VII NQ L.P., a Delaware limited partnership (together with its affiliated co-investing funds, “BCP”), and Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”). This Agreement amends and restates the Support and Services Agreement Dated as of May 1, 2017 (the “Existing Agreement”).
ContractSupplemental Indenture • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 27, 2017, by and among Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), Tempo Acquisition Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
Name] [Title] [Address] Re: Severance Letter Agreement Dear [ ],Severance Letter Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • Illinois
Alight Solutions LLC (the “Company”) has determined that appropriate steps should be taken to reinforce and encourage the attention and dedication of the Company’s key employees, including you, to the Company, and recognizes the importance of your work to the success of the Company. Accordingly, to encourage your dedication to the Company, the Company has determined to provide you with severance protections pursuant to the terms of this letter agreement.
STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2019 AMONG ALIGHT INC. AND THE OTHER PARTIES HERETOStockholders Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This Stockholders Agreement is entered into as of [ ], 2019 by and among Alight Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Stockholders”).
EXCHANGE AGREEMENTExchange Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2019, among Alight Inc., a Delaware corporation, Tempo Holding Company, LLC, a Delaware limited liability company, and the holders, other than the Corporation, of LLC Units (as defined herein) from time to time party hereto.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEMPO HOLDING COMPANY, LLC Dated as of [ ], 2019Limited Liability Company Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tempo Holding Company, LLC (the “Company”), is made as of [ ], 2019 (the “Effective Date”) by and among Alight Inc., a Delaware corporation, as the Managing Member, and Members whose names are set forth in the books and records of the Company. Capitalized terms used herein shall have the meaning set forth in Section 1.01 to this Agreement unless otherwise indicated.
Name] [Title] [Address] Re: Severance Letter Agreement Dear [ ],Severance Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • Illinois
Alight Solutions LLC (the “Company”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of the Company’s key employees, including you, to the Company, and recognizes the continuing importance of your work to the success of the Company. Accordingly, to encourage your continued dedication to the Company, the Company has determined to provide you with severance protections pursuant to the terms of this letter agreement.
ASSUMPTION AGREEMENTAssumption Agreement • February 14th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
This ASSUMPTION AGREEMENT (this “Assumption Agreement”) is made and entered into as of [ ], 2019 (the “Effective Time”) by and between Alight Inc., a Delaware corporation (“Alight”) and Tempo Holding Company, LLC, a Delaware limited liability company (“Tempo”).
●] Shares Alight Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 11th, 2019 • Alight Inc. / DE • Services-computer processing & data preparation • New York
Alight Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) of the Company’s Class A common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [●] additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
