Vertex, Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 24th, 2020 • Vertex, Inc. • Services-prepackaged software • New York
Vertex, 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”), for whom you are acting as Representatives, an aggregate of [·] shares (the “Firm Shares”) of Class A common stock, par value $0.001 per share (the “Class A Stock” and, together with the Company’s Class B common stock, par value $0.001 per share, collectively, the “Stock”) of the Company, and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), together with the Company, propose, subject to the terms and conditions stated in this this Agreement, to sell to the several Underwriters up to an additional [·] shares of Class A Stock (the “Optional Shares”), at the election of the Underwriters. Optional Shares shall be purchased first from the Selling Stockholders, pro rata, in the amount up to those set forth on Schedule I
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 24th, 2020 • Vertex, Inc. • Services-prepackaged software • Delaware
This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) made as of this [ · ] day of [ · ], 2020 by, between and among Vertex, Inc., a Delaware corporation (the “Company”) and each Person identified on Schedule 2 hereto and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (each such Person, individually, a “Stockholder” and, collectively, the “Stockholders”).
