FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement, dated as of [insert date] (this “Agreement”), is made by and between BlackLine, Inc., a Delaware corporation (the “Company”) and [insert name of indemnitee] (“Indemnitee”).
September 29, 2016 Karole Morgan-Prager c/o BlackLine, Inc. 21300 Victory Boulevard, 12th Floor Woodland Hills, CA 91367 Re: Confirmatory Employment Letter Dear Karole:Confirmatory Employment Letter • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software
This letter agreement (the “Agreement”) is entered into between Karole Morgan-Prager (“Employee” or “you”) and BlackLine, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign this letter, as indicated below. The purpose of this letter is to confirm the current terms and conditions of your employment.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG BLACKLINE, INC. SILVER LAKE SUMERU FUND, L.P. SILVER LAKE TECHNOLOGY INVESTORS SUMERU L.P. ICONIQ STRATEGIC PARTNERS, L.P. THERESE TUCKER AND MARIO SPANICCIATI DATED AS OF [•], 2016Registration Rights Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [•], 2016, by and among Blackline, Inc., a Delaware corporation (“Blackline”), (together with its successors, the “Company”), Silver Lake, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06. This Agreement amends and restates in its entirety the Registration Rights Agreement by and among Silver Lake, Iconiq, each of the Other Stockholders party thereto and Blackline, Inc., dated as of September 3, 2013 (the “Existing Registration Rights Agreement”).
OFFICE LEASE Between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company as Landlord and BLACKLINE SYSTEMS, INC., a California corporation as Tenant Dated November 22, 2010Office Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Office Lease (this “Lease”), dated November 22, 2010, is by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), with an office at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”), with an office at 23586 Calabasas Road, Suite 103, Calabasas, California 91302.
CREDIT AGREEMENT dated as of September 25, 2013, among BLACKLINE SYSTEMS, INC., SLS BREEZE INTERMEDIATE HOLDINGS, INC. THE LENDERS PARTY HERETO and OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent and Collateral AgentCredit Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is dated as of September 25, 2013 and entered into by and among BLACKLINE SYSTEMS, INC., a California corporation (the “Borrower”), SLS BREEZE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I), and OBSIDIAN AGENCY SERVICES, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
FORM OF AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG SILVER LAKE SUMERU FUND, L.P. SILVER LAKE TECHNOLOGY INVESTORS SUMERU L.P. ICONIQ STRATEGIC PARTNERS, L.P. THERESE TUCKER MARIO SPANICCIATI AND BLACKLINE, INC. DATED AS OF [•], 2016Stockholders’ Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [•], 2016, is made by and among Silver Lake, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with Silver Lake, Iconiq, Tucker and Spanicciati, the “Stockholders”), and Blackline, Inc., a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the Stockholders’ Agreement by and among Silver Lake, Iconiq, Tucker and Spanicciati and the other parties named therein dated as of September 3, 2013 (the “Existing Stockholders’ Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is entered into effective as of January 1, 2016 “Effective Date” by and among BlackLine, Inc. (the “Company” or “BlackLine”) and Therese Tucker (“Executive”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This First Amendment to Office Lease (the “First Amendment”), dated August 14, 2012, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), dated as of August 9, 2013, is made by and between Mario Spanicciati (the “Equity Holder”) and SLS Breeze Holdings, Inc. (the “Parent”), a Delaware corporation.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Third Amendment to Office Lease (the “Third Amendment”), dated June 24, 2014, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Fourth Amendment to Office Lease (this “Fourth Amendment”), dated January 29, 2015 is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 30, 2016 (the “Third Amendment Effective Date”), and is entered into by and among BLACKLINE SYSTEMS, INC., a California corporation (the “Borrower”), BLACKLINE INTERMEDIATE, INC. (formerly known as SLS BREEZE INTERMEDIATE HOLDINGS, INC.), a Delaware corporation (“Holdings”), the Lenders party hereto and OBSIDIAN AGENCY SERVICES, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SLS BREEZE HOLDINGS, INC., SLS BREEZE INTERMEDIATE HOLDINGS, INC., SLS BREEZE MERGER SUB, INC., AND BLACKLINE SYSTEMS, INC. Dated as of August 9, 2013Merger Agreement • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 9, 2013, by and among SLS Breeze Holdings, Inc., a Delaware corporation (“Parent”); SLS Breeze Intermediate Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Intermediate Corp”), SLS Breeze Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Intermediate Corp (“Merger Sub”), and BlackLine Systems, Inc., a California corporation (the “Company”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • September 30th, 2016 • Blackline, Inc. • Services-prepackaged software • California
This Second Amendment to Office Lease (the “Second Amendment”), dated December 26, 2013, is made by and between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant”).
