INDEMNIFICATION AGREEMENTIndemnification Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021 between Allvue Systems Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ALLVUE SYSTEMS HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [____________], 2021 among Allvue Systems Holdings, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
TAX RECEIVABLE AGREEMENT BY AND AMONG ALLVUE SYSTEMS HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF [●], 2021Tax Receivable Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2021 is hereby entered into by and among Allvue Systems Holdings, Inc., a Delaware corporation (the “Corporation”), Bluefin Topco LLC (the “Company”), the parties set forth in Schedule A, and the Agent.
BLUEFIN TOPCO, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2021Limited Liability Company Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BLUEFIN TOPCO, LLC, a Delaware limited liability company (the “Company”), is entered into as of [•], 2021, by and among the Company, Allvue Systems Holdings, Inc., a Delaware corporation (“Allvue”), Bluefin Blocker Inc., a Delaware corporation (“Bluefin Blocker”), Bluefin Unblocked Holdings, LLC, a Delaware limited liability company (“Bluefin Unblocked Holdings”), and the other Members. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
EXCHANGE AGREEMENTExchange Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [•], 2021 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), is made by and among Allvue Systems Holdings, Inc., a Delaware corporation (the “Corporation”), Bluefin Topco, LLC, a Delaware limited liability company (the “Company”), and the holders from time to time of the Company’s Common Units (as defined below) listed on the signature pages hereto as “Members” (collectively, the “Members” and individually, a “Member”).
EMPLOYMENT AND RESTRICTIVE COVENANTS AGREEMENTEmployment and Restrictive Covenants Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software
This Employment and Restrictive Covenants Agreement (the “Agreement”) is made effective immediately following consummation of the Transaction (as such term is defined in your employment letter, to which this Employment and Restrictive Covenants Agreement is Exhibit A, the “Employment Letter”) (the “Effective Date”), by and between Black Mountain Systems, LLC (together with its affiliates and related companies, hereafter referenced as “Company”) and Reinaldo Acosta (hereafter referenced as “Employee”). If the Transaction is not consummated for any reason, this Agreement shall automatically terminate.
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”).
Custodio ToledoAllvue Systems Holdings, Inc. • September 3rd, 2021 • Services-prepackaged software
As you know, on the date hereof, BMS Holdings, LLC, a Delaware limited liability company (“Parent”) affiliated with Vista Equity Partners Management, LLC and which owns Black Mountain Systems, LLC (as such company’s name may change from time to time and including such company’s successors and assigns, the “Company”) entered into that certain Securities Purchase and Exchange Agreement by and among Parent, Vertice Technologies, LLC, AMCCAS, LLC and SAMFA, LLC for the acquisition of Vertice Technologies (such transaction, the “Transaction”). We are very excited about this opportunity and value the role that you can serve on our team going forward. This letter sets forth the terms of your employment by the Company following consummation of the Transaction.
SUBLEASE AGREEMENTSublease Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Florida
TillS SUBLEASE AGREEMENT (this “Sub-Lease”) is made and entered into by and between MILLICOM INTERNATIONAL SERVICES, LLC, a Florida limited liability company, as sublessor (“Sub-Lessor”) and VERTICE TECHNOLOGIES, LLC, a Florida limited liability company, as sublessee (“Sub-Lessee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • California
This Employment Agreement (as the same may be amended from time to time, this “Agreement”), is entered into as of March 31, 2015 (the “Effective Date”) between Black Mountain Systems, LLC, a California limited liability company (the “Company”), on its own behalf and on behalf of its subsidiaries for which the Executive performs services from time to time, and Brandon Meeks, an individual (the “Executive”).
Paul Wasinger Re: Employment with Allvue Systems, LLC Dear Mr. Wasinger:Allvue Systems Holdings, Inc. • September 3rd, 2021 • Services-prepackaged software
This letter sets forth the terms of your employment by Allvue Systems, LLC (as such company’s name may change from time to time and including such company’s successors and assigns, the “Company”). We are very excited about this opportunity and value the role that you can serve on our team going forward. The terms of our offer-are as follows:
AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • California
This Amended and Restated Master Services Agreement (this “Agreement”) is made and effective as of September 6, 2019 (the “Effective Date”) by and among Vista Consulting Group, LLC, a Delaware limited liability company (“VCG”), Black Mountain Systems, LLC, a California limited liability company (“BMS”) and Vertice Technologies, LLC, a Florida limited liability company (“Vertice” and together with BMS, “Service Recipient”). Each of VCG and Service Recipient may be referred to herein as a “Party” or the “Parties”.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of October 19, 2020 by Allvue Systems, LLC (formerly known as Black Mountain Systems, LLC) (the “Company”) and Reinaldo Acosta (“Executive”).
Allvue Systems Holdings, Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • New York
Allvue Systems Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), 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 Class A common stock, par value $0.0001 (the “Class A Common Stock””). The Class A Common Stock, together with the Class V common stock, $0.0001 par value per share (the “Class V Common Stock”), are collectively referred to herein as the “Stock.”
Re: Severance Agreement and General Release (“Agreement”)Allvue Systems Holdings, Inc. • September 3rd, 2021 • Services-prepackaged software • Florida
This letter shall confirm our conversation on November 18, 2020 during which you and Allvue Systems, LLC (“Company”) have mutually agreed the decision to terminate your employment. As we discussed November 18, 2020 (“Notice Date”), the Company, although it is under no obligation to do so, has offered you severance pay in exchange for your release of all claims as described below. As we discussed, your separation from Company will be effective December 3, 2020 (“Separation Date”). It is also agreed, in conjunction with your termination, you will provide the Company written notice resigning from the Board of the Company effective December 3, 2020.
SECOND LIEN CREDIT AGREEMENT dated as of September 6, 2019, among BLUEFIN HOLDING, LLC, as the Borrower, BLUEFIN INTERMEDIATE HOLDINGS, LLC, as Holdings, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO,...Second Lien Credit Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”), dated as of September 6, 2019, is made among Bluefin Holding, LLC, a Delaware limited liability company (“Bluefin Holding” and the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware corporation (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders from time to time party hereto, New Mountain Finance Servicing, L.L.C., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • New York
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2019, among Bluefin Holding, LLC, a Delaware limited liability company (the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, the other Guarantors party hereto, the Lenders party hereto and New Mountain Finance Servicing, L.L.C., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
FIRST LIEN CREDIT AGREEMENT dated as of September 6, 2019, among BLUEFIN HOLDING, LLC, as the Borrower, BLUEFIN INTERMEDIATE HOLDINGS, LLC, as Holdings, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO,...First Lien Credit Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of September 6, 2019, is made among Bluefin Holding, LLC, a Delaware limited liability company (“Bluefin Holding” and the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware corporation (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, Antares Capital LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
RELEASE AGREEMENTRelease Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware
This RELEASE AGREEMENT (this “Agreement”) is entered into by Reinaldo Acosta (“Executive”) in exchange for the consideration set forth in Paragraph 5 of FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated October 19, 2020, by Allvue Systems, LLC (formerly known as Black Mountain Systems, LLC) (the “Company”) and Executive. This Amendment of October 19, 2020 amends the Original Employment Agreement, dated as of July 29, 2019 by and between the Company and Executive (“the “Original Employment Agreement”).
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • New York
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2019, among Bluefin Holding, LLC, a Delaware limited liability company (the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, the other Guarantors party hereto, the Lenders party hereto and Antares Capital LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
