BTRS Holdings Inc. Indemnity AgreementIndemnity Agreement • 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”).
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”).
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 AGREEMENTThe Business 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).
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
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”).
CONFIDENTIALITY AND LOCK UP AGREEMENTConfidentiality and Lockup 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).
