TERM LOAN AGREEMENT dated as of June 20, 2017 among CONVERGEONE HOLDINGS CORP., as the Borrower, C1 INTERMEDIATE CORP., as Holdings THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent JPMORGAN CHASE...Term Loan Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
This TERM LOAN AGREEMENT, dated as of June 20, 2017 (as modified and supplemented and in effect from time to time, this “Agreement”), among ConvergeOne Holdings Corp., a Delaware corporation (the “Borrower”), C1 Intermediate Corp., a Delaware corporation (“Holdings”), the Lenders (as defined herein) and JPMORGAN CHASE BANK, N.A. (together with its affiliates, including J.P. Morgan Securities LLC, “JPMCB”), as Administrative Agent and Collateral Agent. JPMCB, CREDIT SUISSE SECURITIES (USA) LLC, WELLS FARGO SECURITIES, LLC and NATIXIS, NEW YORK BRANCH, are joint lead arrangers and joint bookrunners for the Term Loan Facility. Capitalized terms used in this Agreement shall have the meanings set forth in Article I.
CONVERGEONE HOLDINGS CORP.Non-Competition and Non-Solicitation Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
On behalf of ConvergeOne Holdings Corp. (the “Company”), I am pleased to confirm your employment terms agreement (the “Agreement”) with the Company. The effective date of this Agreement (the “Start Date”) will be the Closing Date as defined in that certain Stock Purchase Agreement dated May 12, 2014, by and between the C1 Acquisition Corp. and C-1 Holdings, LLC (as amended, modified, or supplemented from time to time in accordance with its terms, the “Purchase Agreement”). If the anticipated Transactions (as defined in the Purchase Agreement) do not close and/or the Purchase Agreement is terminated in accordance with its terms, this Agreement will have no effect, will not be binding on the Company (or any of its Affiliates) or on you, shall terminate as of the termination of the Purchase Agreement, and neither you nor the Company (or any of its Affiliates, as defined below) shall have rights or obligations hereunder.
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 20, 2017 among C1 INTERMEDIATE CORP., CONVERGEONE HOLDINGS CORP., the Subsidiaries of ConvergeOne Holdings Corp. from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral AgentGuarantee and Collateral Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
SUPPLEMENT NO. [ 🌑 ] (this “Supplement”) dated as of [ 🌑 ], to the Guarantee and Collateral Agreement dated as of June 20, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) among C1 Intermediate Corp., a Delaware corporation (“Holdings”), ConvergeOne Holdings Corp., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties (as defined therein).
REVOLVING LOAN CREDIT AGREEMENT dated as of June 20, 2017, among C1 INTERMEDIATE CORP., as Holdings CONVERGEONE HOLDINGS CORP., as the Lead Borrower, CONVERGEONE, INC., as a Borrower, The other Borrowers from time to time party thereto as Borrowers...Revolving Loan Credit Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
This REVOLVING LOAN CREDIT AGREEMENT, dated as of June 20, 2017 (this “Agreement”), is entered into by and among C1 INTERMEDIATE CORP., a Delaware corporation (“Holdings”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “Lead Borrower”), CONVERGEONE, INC., a Minnesota corporation (“ConvergeOne”), the other Borrowers party hereto from time to time as Borrowers (together with the Lead Borrower and ConvergeOne, each a “Borrower” and collectively, the “Borrowers”), the Lenders (as defined herein), WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”), as Administrative Agent (as defined herein) for the Lenders (as defined herein), CDF, as Collateral Agent, (as defined herein), WELLS FARGO BANK, N.A., as Arranger and Bookrunner (each as defined herein) and CDF as Floorplan Funding Agent (as defined herein). Capitalized terms used herein has the meanings set forth in Article I.
INCREMENTAL AMENDMENT Dated as of July 28, 2017 among C1 INTERMEDIATE CORP., as Holdings CONVERGEONE HOLDINGS CORP., as Borrower THE GUARANTORS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Incremental Term Lender and JPMORGAN CHASE BANK,...Forum Merger Corp • December 1st, 2017 • Blank checks • New York
This INCREMENTAL AMENDMENT (this “Agreement”), dated as of July 28, 2017, is among C1 INTERMEDIATE CORP., a Delaware corporation (“Holdings”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “Borrower”), the Guarantors party hereto (together with Holdings and the Borrower, the “Loan Parties”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as an Additional Lender providing Incremental Term Loans (in such capacity, the “Incremental Term Lender”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement (as defined below).
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 20, 2017 among C1 INTERMEDIATE CORP., CONVERGEONE, INC., CONVERGEONE HOLDINGS CORP., the Subsidiaries of ConvergeOne Holdings Corp. from time to time party hereto and WELLS FARGO COMMERCIAL...Guarantee and Collateral Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], to the Guarantee and Collateral Agreement dated as of June 20, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among C1 Intermediate Corp., a Delaware corporation (“Holdings”), ConvergeOne Holdings Corp., a Delaware corporation, (“C1H”), ConvergeOne, Inc., a Minnesota corporation (together with C1H, the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and Wells Fargo Commercial Distribution Finance, LLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “Administrative Agent”) for the Secured Parties (as defined therein).
