22,500,000 Units South Mountain Merger Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
South Mountain Merger Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) is acting as representative, 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not othe
SOUTH MOUNTAIN MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 19, 2019Warrant Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 19, 2019, is by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
South Mountain Merger Corp.Securities Subscription Agreement • May 3rd, 2019 • South Mountain Merger Corp. • Blank checks • New York
We are pleased to accept the offer South Mountain LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of South Mountain Merger Corp, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 19, 2019, is made and entered into by and among South Mountain Merger Corp., a Delaware corporation (the “Company”), South Mountain LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 19, 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification & Liability • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Robert L. Metzger (“Indemnitee”).
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June ___, 2019Warrant Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June ___, 2019, is by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Nicholas Dermatas (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 19, 2019 (this “Agreement”), is entered into by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and South Mountain LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 28, 2022 by and among BTRS Holdings Inc., a Delaware corporation (the “Company”), Bullseye FinCo, Inc., a Delaware corporation (“Parent”), and Bullseye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
BTRS Holdings Inc. Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • November 18th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New York
BTRS Holdings Inc, a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.300 shares of Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 20 hereof.
Shares Class 1 Common Stock, $0.0001 par value Underwriting AgreementUnderwriting Agreement • June 30th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New York
This letter is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), among BTRS Holdings Inc., a Delaware corporation (the “Company”), the undersigned selling securityholders (“Selling Securityholders”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.0001 par value (the “Common Stock”), of the Company (the “Offering”), by the Selling Securityholders.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This Amended and Restated Executive Employment Agreement dated as of September 19, 2022 (“Agreement”) is by and between BTRS Holdings, Inc., d/b/a Billtrust, a Delaware corporation, with its principal place of business in Hamilton, New Jersey (“Company”) and Flint Lane (“Executive”). This Agreement amends, restates, and supersedes in its entirety the Employment Agreement between Factor Systems, Inc. and Executive dated as of August 1, 2014 and subsequently amended, including on May 18, 2017 and October 14, 2020 (the “Prior Agreement”).
INDEMNITY AGREEMENTIndemnity Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
BTRS Holdings Inc. Indemnity AgreementIndemnification & Liability • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of ______________, between BTRS Holdings Inc. (the “Company”), and ___________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New Jersey
AGREEMENT, dated this 28th day of March, 2018 by and between FACTOR SYSTEMS, INC. d/b/a BILLTRUST, a Delaware corporation with principal executive offices at 100 American Metro Boulevard, Suite 150, Hamilton, New Jersey 08619 (the “Company”), and Steven L. Pinado (“Executive”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of September 28, 2022, by and between (i) Bullseye Holdings, LP, a Delaware limited partnership, (“Parent”) and (ii) the undersigned (each, a “Rollover Holder” and collectively, the “Rollover Holders”). Each of the parties hereto are referred to herein as a “Party” and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of September 28, 2022, by and among Bullseye FinCo, Inc., a Delaware corporation (the “Buyer”) and the stockholders of BTRS Holdings Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Buyer and the Stockholders are referred to individually as a “Party” and collectively as “Parties”.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of August 28, 2017 (the “Effective Date”) by and between LENOX DRIVE OFFICE PARK LLC, a Delaware limited liability company (“Landlord”), having an address do JFR Global, 2329 Nostrand Avenue, Suite 2()(), Brooklyn, New York 11210, and FACTOR SYSTEMS, INC., a Delaware corporation doing business as “Billtrust” (“Tenant”), having an address of 1009 Lenox Drive, Lawrenceville, New Jersey.
LEASE AGREEMENT BETWEENLease Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New Jersey
This LEASE AGREEMENT (this “Lease”) is dated August 28, 2017 and is between LENOX DRIVE OFFICE PARK LLC, a Delaware limited liability company (“Landlord”), and FACTOR SYSTEMS, INC., a Delaware corporation, doing business as “Billtrust” (“Tenant”).
South Mountain Merger Corp. New York, NY 10153 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among South Mountain Merger Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Secur
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 18th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 17, 2021, by and among BTRS Holdings Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG SOUTH MOUNTAIN MERGER CORP., BT MERGER SUB I, INC., BT MERGER SUB II, LLC, AND FACTOR SYSTEMS, INC. (D/B/A BILLTRUST) DATED AS OF OCTOBER 18, 2020Business Combination Agreement • October 19th, 2020 • South Mountain Merger Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of October 18, 2020 (this “Agreement”), is made by and among South Mountain Merger Corp., a Delaware corporation (“SMMC”), BT Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), BT Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”) and Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation (the “Company”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of October 18, 2020 (this “Agreement”), is made by and among South Mountain Merger Corp., a Delaware corporation (“SMMC”), BT Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), BT Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”) and Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation (the “Company”).
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This Amendment (this “Amendment”) is entered into as of December 13, 2020, by and among South Mountain Merger Corp., a Delaware corporation (“SMMC”), BT Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), BT Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation (the “Company” and together with SMMC, First Merger Sub, and Second Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such term in the Agreement (as defined below).
South Mountain Merger Corp. New York, NY 10153Administrative Services Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • New York
This letter agreement by and between South Mountain Merger Corp., a Delaware corporation (the “Company”) and BlueCrest Capital Management LP, a Guernsey limited partnership, acting through its general partner, BlueCrest Capital Management Limited (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on a national securities exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333- ) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
South Mountain Merger Corp. New York, NY 10153Administrative Services Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
This letter agreement by and between South Mountain Merger Corp., a Delaware corporation (the “Company”) and BlueCrest Capital Management LP, a Guernsey limited partnership, acting through its general partner, BlueCrest Capital Management Limited (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on a national securities exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-231881) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated October [•], 2020, is entered into by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and the undersigned subscriber. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New York
may be acquired by Holders upon the exercise of a warrant or other right to acquire Common Stock held by a Holder immediately following the Closing, (d) any shares of Common Stock or any other equity security (including, without limitation, the shares of Common Stock issued or issuable upon the exercise of any other equity security and warrants) of the Company otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, (e) any other equity security of the Company issued or issuable with respect to any such securities referenced in clauses (a), (b), (c), or (d) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services
This Restrictive Covenant Agreement is made as of September 28, 2022 (this “Agreement”) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (“Parent”) and (ii) the undersigned Restricted Parties (each, a “Restricted Party” and collectively, the “Restricted Parties”). Parent and the Restricted Parties are sometimes referred to herein as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New Jersey
AGREEMENT, dated this 24th day of February, 2020 by and between FACTOR SYSTEMS, INC. d/b/a BILLTRUST, a Delaware corporation with principal executive offices at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648 (the “Company”), and Joseph Eng (“Executive”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • December 17th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New York
This Amendment (this “Amendment”) is made as of December 17, 2021, by and between BTRS Holdings Inc., a Delaware corporation (the “Company”) (f/k/a South Mountain Merger Corp. (“South Mountain”)), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of June 19, 2019 (the “Existing Warrant Agreement”), between South Mountain Merger Corp. (“South Mountain”) and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services
This Restrictive Covenant Agreement is made as of September 28, 2022 (this “Agreement”) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (“Parent”) and (ii) the undersigned Restricted Parties (each, a “Restricted Party” and collectively, the “Restricted Parties”). Parent and the Restricted Parties are sometimes referred to herein as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONFIDENTIALITY AND LOCK UP AGREEMENTConfidentiality and Lock-Up Agreement • January 14th, 2021 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This Confidentiality and Lockup Agreement is dated as of October [•], 2020 and is among South Mountain Merger Corp., a Delaware corporation (“SMMC”), and each of the stockholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with SMMC in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders Agreement (as defined below).
