0000950170-24-083395 Sample Contracts

ONESTREAM, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 15th, 2024 • OneStream, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between OneStream, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

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STOCKHOLDERS’ AGREEMENT
Stockholders' Agreement • July 15th, 2024 • OneStream, Inc. • Services-prepackaged software • Delaware

This STOCKHOLDERS’ AGREEMENT, dated as of [•], 2024 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among OneStream, Inc., a Delaware corporation (the “Corporation”), and KKR Dream Holdings LLC, a Delaware limited liability company (“KKR”).

ONESTREAM SOFTWARE LLC SIXTH AMENDED AND RESTATED OPERATING AGREEMENT Dated as of [], 2024
Operating Agreement • July 15th, 2024 • OneStream, Inc. • Services-prepackaged software • Delaware

This SIXTH AMENDED AND RESTATED OPERATING AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of OneStream Software LLC, a Delaware limited liability company (the “Company”), dated as of [], 2024 (the “Effective Date”), is entered into by and among the Company, OneStream, Inc., a Delaware corporation (the “Corporation”), as the sole Manager (as defined herein) of the Company, and each of the other Members (as defined herein).

TAX RECEIVABLE AGREEMENT by and among ONESTREAM, INC. ONESTREAM SOFTWARE LLC and THE MEMBERS OF ONESTREAM SOFTWARE LLC FROM TIME TO TIME PARTY HERETO Dated as [•], 2024
Tax Receivable Agreement • July 15th, 2024 • OneStream, Inc. • Services-prepackaged software • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ● ], 2024, is hereby entered into by and among OneStream, Inc., a Delaware corporation (the “Corporation”), OneStream Software LLC, a Delaware limited liability company (the “LLC”), and each of the Members (as defined herein) from time to time party hereto.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 15th, 2024 • OneStream, Inc. • Services-prepackaged software • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2024 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among OneStream, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Holders”).

UNIT AND STOCK PURCHASE AGREEMENT
Unit and Stock Purchase Agreement • July 15th, 2024 • OneStream, Inc. • Services-prepackaged software • New York

This UNIT AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2024, is entered into by and among OneStream, Inc., a Delaware corporation (the “Corporation”), and certain securityholders of the Corporation and OneStream Software LLC, a Delaware limited liability company (the “Company”), named on Schedule I hereto (each a “Seller” and, collectively, the “Sellers”).

Shares ONESTREAM, INC. CLASS A COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • July 15th, 2024 • OneStream, Inc. • Services-prepackaged software • New York

The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with OneStream, Inc., a Delaware corporation (the “Company”), which has been formed to hold a portion of the units of OneStream Software, LLC (“OneStream LLC”), and the selling stockholders named in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters listed on Schedule I to the Underwriting Agreement, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”). The undersigned further understands that, prior to the consummation of the Public Offering, the Company will be authorized to issue, in addition to Class A Common Stock, shares of Class B common stock (the “Class B Common Stock”), Class C common sto

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